Common use of Effective Date Adjustments Clause in Contracts

Effective Date Adjustments. 2.1. On the Amendment No. 6 Effective Date, the Borrower shall (A) prepay the Existing Loans (if any) in full, including (i) all accrued but unpaid commitment fees relating to such Existing Loans as of such date, and (ii) all accrued but unpaid interest relating to such Existing Loans as of such date (in each case, calculated at the rate set forth in the Credit Agreement), (B) simultaneously borrow new Loans under the Credit Agreement, as amended hereby, in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Existing Lender may be effected by book entry to the extent that any portion of the amount prepaid to such Existing Lender will be subsequently borrowed in Dollars from such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (as set forth in Schedule 1.01(b) of the Credit Agreement, as amended hereby) and (C) pay to the Existing Lenders the amounts, if any, payable under Section 2.16 of the Credit Agreement as a result of such prepayment. Each Existing Lender party hereto (i) hereby consents to the transactions contemplated hereby, (ii) agrees to waive payment of the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of, and solely in connection with, any such prepayment, and (iii) hereby consents to the non-pro rata payment described in this Section 2.1.

Effective Date Adjustments. 2.1. On the Amendment No. 6 1 Effective Date, the Borrower shall (A) prepay the Existing Loans (if any) in full, including (i) all accrued but unpaid commitment fees relating to such Existing Loans as of such date, and (ii) all accrued but unpaid interest relating to such Existing Loans as of such date (in each case, calculated at the rate set forth in the Credit Agreement), (B) simultaneously borrow new Loans under the Credit Agreement, as amended hereby, in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Existing Lender may be effected by book entry to the extent that any portion of the amount prepaid to such Existing Lender will be subsequently borrowed in Dollars from such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (as set forth in Schedule 1.01(b) of the Credit Agreement, as amended hereby) and (C) pay to the Existing Lenders the amounts, if any, payable under Section 2.16 of the Credit Agreement as a result of such prepayment. Each Existing Lender party hereto (i) hereby consents to the transactions contemplated hereby, (ii) agrees to waive payment of the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of, and solely in connection with, any such prepayment, and (iii) hereby consents to the non-pro rata payment described in this Section 2.1.

Effective Date Adjustments. 2.1. On If, as of the Amendment No. 6 Effective Date, the Borrower shall aggregate principal amount of any Lender’s Dollar Commitments or Multicurrency Commitments in effect immediately prior to the effectiveness of this Amendment is different from such Lender’s Dollar Commitments or Multicurrency Commitments immediately after giving effect to this Amendment, (a) on June 22, 2021, (A) with respect to Existing Loans denominated in Dollars, (i) the Borrower shall prepay the such Existing Loans (if any) in full, including (i) all accrued but unpaid commitment fees relating to such Existing Loans as of such date, and (ii) all accrued but unpaid interest relating to such Existing Loans as of such date (in each case, calculated at the rate set forth in the Existing Credit Agreement), Agreement and as if this Amendment had not yet been given effect) and (Bii) the Borrower shall simultaneously borrow new Loans denominated in Dollars under the Credit Agreement, as amended hereby, Agreement in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses (Ai) and (Bii), (x) the prepayment to, and borrowing from, any Existing Lender may be effected by book entry to the extent that any portion of the amount prepaid to such Existing Lender will be subsequently borrowed in Dollars from such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans denominated in Dollars are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (as set forth in Schedule 1.01(b) immediately after giving effect to this Amendment), (B) with respect to Existing Loans denominated in any Agreed Foreign Currency, the Multicurrency Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans denominated in each Agreed Foreign Currency are held ratably by the Multicurrency Lenders in accordance with the respective Commitments of such Multicurrency Lenders (as set forth in Schedule 1.01(b) immediately after giving effect to this Amendment), and (C) the Borrower shall pay (i) all accrued but unpaid commitment fees relating to the Loans as of such date (calculated at the rate set forth in the Existing Credit Agreement and as if this Amendment had not yet been given effect), (ii) in full to the Administrative Agent and the Lenders (I) all accrued but unpaid fees (including all accrued but unpaid Facility Fees (as defined in the Lender Letter (as defined in the Existing Credit Agreement)) relating to the Loans as of June 22, 2021 (in each case, calculated at the rate set forth in the Existing Credit Agreement and as if this Amendment had not yet been given effect), (II) all fees required to be paid on the Effective Date under that certain second amended and restated fee letter, dated as of the Effective Date, by and between the Borrower and the Administrative Agent and (III) to the extent not paid pursuant to Section 3.1(l) of this Amendment or Section 2.09 or Section 9.03 of the Credit Agreement, as amended herebyall fees, expenses (including reasonable legal fees to the extent invoiced) and interest owing related to this Amendment and the Credit Agreement owing on or prior to June 22, 2021 (Cin each case, calculated at the rate set forth in the Existing Credit Agreement and as if this Amendment had not yet been given effect), and (b) pursuant to the terms and conditions set forth therein, pay to the Existing Lenders the amounts, if any, payable under Section 2.16 2.13 of the Existing Credit Agreement as a result of such prepayment. Each Existing Lender party hereto (i) hereby consents to the transactions contemplated hereby, (ii) agrees to waive payment of the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of, and solely in connection with, any such prepayment, and (iii) Existing Lenders hereby consents to the non-pro rata payment payments described in this Section 2.13.11 and confirms receipt of sufficient notice of borrowing and prepayment pursuant to Sections 2.03(a) and 2.08(f) under the Credit Agreement. If, as of the Effective Date, the aggregate principal amount of each Lender’s Dollar Commitments and Multicurrency Commitments in effect immediately prior to the effectiveness of this Amendment are the same as such Lender’s Dollar Commitments and Multicurrency Commitments immediately after giving effect to this Amendment, the Borrower shall pay in full to the Administrative Agent and the Lenders (a) all accrued but unpaid Facility Fees (as defined in the Lender Letter (as defined in the Existing Credit Agreement)) relating to the Loans as of June 22, 2021 (in each case, calculated at the rate set forth in the Existing Credit Agreement and as if this Amendment had not yet been given effect), (b) all fees required to be paid on the Effective Date under that certain second amended and restated fee letter, dated as of the Effective Date, by and between the Borrower and the Administrative Agent and (c) to the extent not paid pursuant to Section 3.1(l) of this Amendment or Section 2.09 or Section 9.03 of the Credit Agreement, all fees, expenses (including reasonable legal fees to the extent invoiced) and interest owing related to this Amendment and the Credit Agreement owing on or prior to June 22, 2021 (in each case, calculated at the rate set forth in the Existing Credit Agreement and as if this Amendment had not yet been given effect).

Effective Date Adjustments. 2.1. (a) On the Amendment No. 6 Effective Date, immediately prior to the effectiveness of Sections 1 and 2, the Borrower shall (A) prepay the Existing Loans (if any) in full, including (i) all accrued but unpaid commitment fees relating to such Existing Loans as of such date, and (ii) all accrued but unpaid interest relating to such Existing Loans as of such date (in each case, calculated at the rate set forth in the Existing Credit Agreement), (B) simultaneously borrow new Loans under the Credit Agreement, as amended hereby, Agreement in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Existing Continuing Lender may be effected by book entry to the extent that any portion of the amount prepaid to such Existing Continuing Lender will be subsequently borrowed in Dollars from such Existing Continuing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (as set forth in Schedule 1.01(b) of the Credit Agreement, as amended hereby)) and (C) pay to the Existing Lenders the amounts, if any, payable under Section 2.16 of the Existing Credit Agreement as a result of such prepayment. Each Existing Lender party hereto (i) hereby consents to the transactions contemplated hereby, (ii) agrees to waive payment of the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of, and solely in connection with, any such prepayment, and (iii) Existing Continuing Lenders hereby consents to the non-pro rata payment described in this Section 2.13.11.