Common use of Term Loan Lenders Clause in Contracts

Term Loan Lenders. (a) Each Person Party hereto whose name is set forth on Schedule I hereto under the heading “Initial Term Loan Lender” (each such Person, an “Initial Term Loan Lender”) hereby agrees, severally and not jointly, on the Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to make its Initial Term Loan in an aggregate principal amount equal to its Initial Term Loan Commitment in accordance with Section 2.1(a) of the Amended Credit Agreement. (b) Any Person that holds Existing Term Loans immediately prior to the Amendment Effective Date (each such Person, an “Existing Term Loan Lender”) may elect for a “cashless conversion” of 100% (or such lesser amount as may be notified to such Existing Term Loan Lender by the Administrative Agent prior to the Amendment Effective Date) of its Existing Term Loans into Initial Term Loans (as defined in the Amended Credit Agreement) in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term Loan Lenders, the “Converting Term Loan Lenders”). It is understood and agreed that (i) simultaneously with the deemed making of Initial Term Loans by each Converting Term Loan Lender and the payment to such Converting Term Loan Lender of all accrued and unpaid fees and other amounts in respect of the Existing Term Loans in respect of such Converted Term Loan Amount (as defined below), such elected amount (or such lesser amount as may be notified to such Converting Term Loan Lender by the Administrative Agent prior to the Amendment Effective Date) of the Existing Term Loans held by such Converting Term Loan Lender (the “Converted Term Loan Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold Initial Term Loans in an aggregate principal amount equal to such Converting Term Loan Lender’s Converted Term Loan Amount, (ii) no Converting Term Loan Lender shall receive any repayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the Initial Term Loans to the extent of such Converting Term Loan Lender’s Converted Term Loan Amount and (iii) any Initial Term Loan held by a Converting Term Loan Lender that is not so allocated to such Converting Term Loan Lender as a Converted Term Loan Amount shall be repaid in full on the Amendment Effective Date together with all accrued and unpaid amounts owing to such Converting Term Loan Lender (in its capacity as an Existing Term Loan Lender) in respect of such amount.

Term Loan Lenders. (a) Each If it is either a Term Loan Lender and/or an Incremental Lender holding an Incremental Term Loan party to the Existing Credit Agreement or a Person Party hereto whose name is set forth on Schedule I hereto under the heading “Initial who desires to be a Term Loan Lender” , it hereby (each such Person, an “Initial i) agrees to become a Term Loan Lender”) hereby agreesLender under the Credit Agreement as amended and restated by the First Restatement, severally and not jointly, on the Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to make its Initial Term Loan in an aggregate principal amount equal to its Initial having a Term Loan Commitment in accordance with Section 2.1(a) the amount set forth below under its name, effective as of the Amended First Restatement Effective Date, (ii) consents to the terms of the First Restatement and (iii) authorizes and directs the Administrative Agent to execute and deliver the First Restatement on its behalf. If it is a Term Loan Lender party to the Existing Credit Agreement. (b) Any Person Agreement that holds Existing a Term Loans immediately prior Loan thereunder and/or an Incremental Lender party to the Amendment Effective Date Existing Credit Agreement that holds an Incremental Term Loan thereunder (each such Person, an “Existing Term Loan”), it hereby further acknowledges that (a) it may elect, by notice to the Administrative Agent, that the Term Loan Lender”) may elect for a “cashless conversion” to be made by it shall, to the extent of 100% (or such lesser the portion thereof not exceeding the principal amount as may of its Existing Term Loan, be notified to made by converting such Existing Term Loan Lender by into a Term Loan of the Administrative Agent prior respective Class (and each reference in the First Restatement to the Amendment Effective Date) “making” of its Existing any Term Loans into Initial Term Loans (as defined in the Amended Credit Agreement) in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term Loan LendersLoan, the “Converting Term Loan Lenders”). It is understood and agreed that (i) simultaneously with the deemed making or words of Initial Term Loans by each Converting Term Loan Lender and the payment to such Converting Term Loan Lender of all accrued and unpaid fees and other amounts in respect of the Existing Term Loans in respect of such Converted Term Loan Amount (as defined below)similar import, such elected amount (or such lesser amount as may be notified to such Converting Term Loan Lender by the Administrative Agent prior to the Amendment Effective Date) of the Existing Term Loans held by such Converting Term Loan Lender (the “Converted Term Loan Amount”) shall be deemed to include such conversion) and (b) such conversion shall be extinguished, repaid and no longer outstanding and deemed to constitute a prepayment of such Converting Term Loan Lender shall thereafter hold Initial Term Loans in an aggregate principal amount equal to such Converting Term Loan Lender’s Converted Term Loan Amount, (ii) no Converting Term Loan Lender shall receive any repayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the Initial Term Loans to the extent of such Converting Term Loan Lender’s Converted Term Loan Amount conversion. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and (iii) any Initial Term Loan held by a Converting Term Loan Lender that is not so allocated to such Converting Term Loan Lender as a Converted Term Loan Amount all of said counterparts taken together shall be repaid deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Lender Addendum by telecopy shall be effective as delivery of a manually executed counterpart of this Lender Addendum. This Lender Addendum shall be construed in full on accordance with and governed by the Amendment Effective Date together with all accrued and unpaid amounts owing to such Converting Term Loan Lender (in its capacity as an Existing Term Loan Lender) in respect law of such amountthe State of New York.