Common use of Most Favored Lender Provisions Clause in Contracts

Most Favored Lender Provisions. If at any time the Pro Rata Credit Agreement or any other Credit Document (as defined in the Pro Rata Credit Agreement), or the documentation for any replacement credit facilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Credit Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Documents and/or (c) requirements for the Pro Rata Credit Facilities to be secured by collateral or guaranteed by Domestic Subsidiaries of the Parent that are not already Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”) (in the case of each of the Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement and the other Credit Documents (as defined in the Pro Rata Credit Agreement), on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the Closing Date (or otherwise consistent with such differences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.1, and (ii) the Borrowers and the Guarantors shall promptly, and in any event within five (5) days after entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Borrowers and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.

Most Favored Lender Provisions. If at any time the Pro Rata Credit Agreement or any other Credit Document (as defined in the Pro Rata Credit Agreement), or the documentation for any replacement credit facilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Credit Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Documents and/or (c) requirements for the Pro Rata Credit Facilities to be secured by collateral or guaranteed by Domestic Subsidiaries of the Parent ParentHoldco that are not already Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”) (in the case of each of the Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement and the other Credit Documents (as defined in the Pro Rata Credit Agreement), on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the Closing Date (or otherwise consistent with such differences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.1, and (ii) the Borrowers and the Guarantors shall promptly, and in any event within five (5) days after entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Borrowers and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.

Most Favored Lender Provisions. If at any time the Pro Rata Existing Revolving Credit Agreement or any other Credit Loan Document (as defined in the Pro Rata Existing Revolving Credit Agreement), or the documentation for any replacement credit facilities facility(ies) therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Existing Revolving Credit Agreement), or lender under any such replacement credit facilitiesfacility(ies), that are not provided for in this Agreement or the other Credit Loan Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Existing Revolving Credit Agreement), or lender under any such replacement credit facilitiesfacility(ies), that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Loan Documents and/or (c) requirements for the Pro Rata credit facility(ies) evidenced by the Existing Revolving Credit Facilities Agreement, or any replacement credit facility(ies), to be secured by collateral or guaranteed by Domestic Subsidiaries of the Parent that are not already Guarantors Loan Parties (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”) (in the case of each of the Most Favored Lender Provisions, other than any differences between the Pro Rata Existing Revolving Credit Agreement and the other Credit Loan Documents (as defined in the Pro Rata Existing Revolving Credit Agreement), on the one hand, and this Agreement and the other Credit Loan Documents, on the other hand, existing as of the Closing Date (or otherwise consistent with such differences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Loan Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.110.2, and (ii) the Borrowers Borrower and the Guarantors other Loan Parties shall promptly, and in any event within five (5) days after entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Borrowers Borrower and the Guarantors other Loan Parties shall enter into an amendment to this Agreement and, if applicable, the other Credit Loan Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.

Most Favored Lender Provisions. If at any time the Pro Rata Credit Agreement, the BofA Term Loan Agreement, the DDTL Agreement or any other Credit Document (as defined in the Pro Rata Credit Agreement, the BofA Term Loan Agreement or the DDTL Agreement, as applicable), or the documentation for any replacement credit facilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement, the BofA Term Loan Agreement or the DDTL Agreement, as applicable), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Credit Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement, the BofA Term Loan Agreement or the DDTL Agreement, as applicable), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Documents and/or (c) requirements for the credit facilities under the Pro Rata Credit Facilities Agreement, the BofA Term Loan Agreement or the DDTL Agreement to be secured by collateral or guaranteed by Domestic Subsidiaries of the Parent that are not already Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”) (in the case of each of the Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement, the BofA Term Loan Agreement, the DDTL Agreement and the other Credit Documents (as defined in the Pro Rata Credit Agreement, the BofA Term Loan Agreement or the DDTL Agreement, as applicable)), on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the Closing Date (or otherwise consistent with such differences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.1, and (ii) the Borrowers Borrower and the Guarantors shall promptly, and in any event within five (5) days after entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Borrowers Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.

Most Favored Lender Provisions. If at any time the Pro Rata Credit Agreement or any other Credit Document (as defined in the Pro Rata Credit Agreement), or the documentation for any replacement credit facilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Credit Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Documents and/or (c) requirements for the credit facilities under the Pro Rata Credit Facilities Agreement to be secured by collateral or guaranteed by Domestic Subsidiaries of the Parent that are not already Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”) (in the case of each of the Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement Agreement, and the other Credit Documents (as defined in the Pro Rata Credit Agreement), on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the Closing Date (or otherwise consistent with such differences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.1, and (ii) the Borrowers Borrower and the Guarantors shall promptly, and in any event within five (5) days after entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Borrowers Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.

Most Favored Lender Provisions. If at any time the Pro Rata Existing Revolver Credit Agreement or any other Credit Loan Document (as defined in the Pro Rata Existing Revolver Credit Agreement), or the documentation for any replacement credit facilities thereforfacilities, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Existing Revolver Credit Agreement), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Credit Loan Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, and/or that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Documents and/or Loan Documents, or (cb) requirements for the Pro Rata Credit Facilities credit facility(ies) evidenced thereby to be secured by collateral that does not secure the Loans hereunder (on an equal and ratable basis) or guaranteed by Domestic Subsidiaries of the Parent Borrower that are not already Subsidiary Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”) (); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, or if doing so, in the case of each reasonable determination of the Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement Administrative Agent and the other Credit Documents (as defined Borrower, would be excessively expensive or burdensome in the Pro Rata Credit Agreement), on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as view of the Closing Date (benefits to be obtained by the Lenders therefrom, or otherwise consistent with if granting such differences))Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Law, then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Loan Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.110.1, and (ii) the Borrowers and the Guarantors Borrower shall promptly, and in any event within five (5) days Business Days after the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Borrowers Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Credit Loan Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee.

Most Favored Lender Provisions. If at any time the Pro Rata Credit this Agreement or any other Credit Loan Document (as defined in the Pro Rata Credit Agreement), includes additional covenants or the documentation for any replacement credit facilities therefor, events of default or includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement)more favorable to any Lender, or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Credit Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Documents and/or (c) requirements for the Pro Rata Credit Facilities to be secured by collateral or guaranteed by Domestic Subsidiaries benefit of any Facility (but not all of the Parent that are not already Guarantors Facilities) (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”) (in the case of each of the Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement and the other Credit Documents (as defined in the Pro Rata Credit Agreement), on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the Closing Date (or otherwise consistent with such differences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Loan Documents as if set forth fully herein and therein, mutatis mutandis, for the benefit of the Term F Facility, the Term A Facility and the Revolving Credit Facility and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.110.01, and (ii) the Borrowers and the Guarantors Borrower shall promptly, and in any event within five (5) days Business Days after the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Term F Lenders, the Borrowers Required Term A Lenders or the Required Revolving Lenders, the Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Credit Loan Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.

Most Favored Lender Provisions. If at any time the Pro Rata Existing Credit Agreement or any other Credit Loan Document (as defined in the Pro Rata Existing Credit Agreement), or the documentation for any replacement credit facilities thereforfacilities, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Existing Credit Agreement), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Credit Loan Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, and/or that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Documents and/or Loan Documents, or (cb) requirements for the Pro Rata Credit Facilities credit facility(ies) evidenced thereby to be secured by collateral that does not secure the Term Loan (on an equal and ratable basis) or guaranteed by Domestic Subsidiaries of the Parent that are not already Subsidiary Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”) (); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Administrative Agent, or if doing so, in the case of each reasonable determination of the Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement Administrative Agent and the other Credit Documents (as defined Parent, would be excessively expensive or burdensome in the Pro Rata Credit Agreement), on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as view of the Closing Date (benefits to be obtained by the Lenders therefrom, or otherwise consistent with if granting such differences)Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Law), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Loan Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.110.1, and (ii) the Borrowers and Parent or the Guarantors Borrower shall promptly, and in any event within five (5) days Business Days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Borrowers Parent, the Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Credit Loan Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT]