Common use of The Term Loans Clause in Contracts

The Term Loans. (i) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents.

The Term Loans. (a) (i) Subject to and upon the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each Lender with a (A) the Initial Lenders agree to make loans (each, an “Initial Term Loan Commitment severally and not jointly agrees to lend Loan” and, collectively, the “Initial Term Loans”), to the Borrower on the Restatement Effective Initial Closing Date in an amount equal to the Initial Term Loan Commitment, (B) on or prior to the Subsequent Term Loan Commitment Expiration Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading Initial Lenders agree to make loans (each, a “Subsequent Term Loan CommitmentLoan” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreementand, collectively, the outstanding principal amount of the “Subsequent Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date”) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Subsequent Closing Date in an aggregate principal amount equal to the remainder of its Subsequent Term Loan Commitment and (which amountsC) on or prior to the Stetson II Term Loan Commitment Expiration Date, collectively with the converted portion and Initial Lenders agree to make loans (each, a “Stetson II Term Loan” and, collectively, the Converted “Stetson II Term Loans, shall constitute ”) to the Term Loan A hereunder), in each case, Borrower on the Stetson II Funding Date in an aggregate principal amount equal to its the Stetson II Term Loan Commitment. Borrower hereby (x) representsEach of the Borrower, warrantsCSSW Parent, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent Initial Lenders and the Lenders as Administrative Agent acknowledge that the Initial Term Loans and the Subsequent Term Loans have been made and that the Borrower has borrowed the full amount of the Restatement Effective Date with regard to its Obligations in respect of such Initial Term Loan A Commitment and (y) reaffirms its obligation to repay such the Subsequent Term Loan A Commitment. If the Stetson II Funding Date has not occurred on or prior to the Stetson II Term Loan Commitment Expiration Date, the Stetson II Term Loan Commitment shall terminate in accordance with full on the terms and provisions Stetson II Term Loan Commitment Expiration Date. Any portion of this Agreement and the other Stetson II Term Loan DocumentsCommitment not borrowed on the Stetson II Funding Date shall automatically terminate on the Stetson II Funding Date.

The Term Loans. (ia) Subject to the terms and conditions of this Agreement set forth herein and in reliance upon the representations and warranties of the Credit Parties contained hereinRestatement Agreement, each Rollover Term A-1 Lender with a Term Loan Commitment severally and not jointly agrees to lend exchange its Exchanged Term A-1 Loans for a like principal amount of Term A-2 Loans on the Amendment and Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Restatement Agreement, each Additional Term A-2 Lender severally agrees to make an Additional Term A-2 Loan (which shall be considered an increase to (and part of) the Term A-2 Loans) to the Lead Borrower on the Amendment and Restatement Effective Date in the principal amount equal to its Additional Term A-2 Commitment on the Amendment and Restatement Effective Date. The Lead Borrower shall prepay the Non-Exchanged Term A-1 Loans with a like amount of the gross proceeds of the Additional Term A-2 Loans, concurrently with the amount set forth opposite such Lender’s name in Schedule 1.1(a) under receipt thereof. The Lead Borrower shall pay to the heading “Term Loan Commitment” (such amount being referred A-1 Lenders immediately prior to herein as such Lender’s “Term Loan Commitment”). As the effectiveness of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Term A-1 Loans to, but not including, the Amendment and Restatement Effective Date on such Amendment and Restatement Effective Date. The Term A-2 Loans shall have the terms set forth in this Agreement and Loan Documents, including as modified by the Restatement Agreement; it being understood that the Term A-2 Loans (and all principal, interest and other amounts in respect thereof) on the will constitute “Term LoansObligations” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents. As provided in Section 2.5(a) and subject to the terms hereof, the Lead Borrower may elect that the Term A-2 Loans comprising the Borrowing hereunder of Term A-2 Loans be Base Rate Loans, Term Benchmark Loans or RFR Loans.

The Term Loans. (ia) Subject to TERM LOAN A; TERM LOAN B. Each Existing Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions of this Agreement hereinafter set forth and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name herein and in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents, that, effective on the Closing Date, its Original Loans are hereby converted into (i) term loans in an amount equal to such Existing Lender's Initial Pro-Rata Share of the aggregate outstanding Term A Loans on the Closing Date (each such loan, a "TERM A LOAN" and collectively, the "TERM A LOANS") and (ii) term loans in an amount equal to such Existing Lender's Initial Pro-Rata Share of the aggregate outstanding Term B Loans on the Closing Date (each such loan, a "TERM B LOAN" and collectively, the "TERM B LOANS"). No amount of a Term Loan which is repaid or prepaid by Borrower may be reborrowed hereunder. If this Agreement has become effective pursuant to SECTION 12.20(b), obligations that are currently due under any of the Borrower's or any Restricted Subsidiary's Interest Rate Agreements that have been terminated (and are not reinstated or otherwise effective) may, at the Borrower's option, be converted into Term A Loans and Term B Loans. For the purpose of determining the amounts of such Term A Loans and Term B Loans: (a) the provider(s) of such Interest Rate Agreements shall be treated as Existing Lenders for purposes of the first sentence of this SECTION 2.1(a) and as Lenders hereunder, and (b) the obligations under such Interest Rate Agreements shall be Original Loans for purposes of the definition of "Initial Pro-Rata Share." On or prior to the Closing Date, Administrative Agent shall advise each Lender of such Lender's Initial Pro-Rata Share of the outstanding Term A Loans and Term B Loans.