Common use of Required Amendments Clause in Contracts

Required Amendments. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments and/or Incremental Revolving Loans evidenced thereby, and any joinder agreement or amendment may without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent and Borrowers, to effectuate the provisions of this Section 1.1(c), and, for the avoidance of doubt, this Section 1.1(c) shall supersede any provisions in Section 9.1. From and after each Incremental Effective Date, the Loans and Incremental Revolving Commitments established pursuant to this Section 1.1(c) shall constitute Loans and Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guaranties and security interests created by the applicable Collateral Documents. The Credit Parties shall take any actions reasonably required by Agent to ensure or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Incremental Revolving Commitments, including, without limitation, compliance with Section 4.13(b). Each of the parties hereto agrees that the Agent may, in consultation with the Borrower Representative, take any and all actions as may be reasonably necessary to ensure that all Incremental Revolving Loans, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. This may be accomplished by (i) requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Borrowing of Revolving Loans, (ii) causing the Revolving Lenders to assign portions of their outstanding Revolving Loans to Incremental Revolving Lenders or (iii) any combination of the foregoing. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Revolving Loan is to be allocated to an existing Interest Period for a LIBOR Rate Loan, then the interest rate thereof for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement.

Required Amendments. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments and/or Incremental Revolving Loans evidenced thereby, and any joinder agreement or amendment may without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent and Borrowers, to effectuate the provisions of this Section 1.1(c), and, for the avoidance of doubt, this Section 1.1(c) shall supersede any provisions in Section 9.1. From and after each Incremental Effective Date, the Delayed Draw Term Loans and Incremental Revolving DDTL Commitments established pursuant to this Section 1.1(c2.1(b) shall constitute Loans and Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guaranties guarantees and security interests created by the applicable Collateral DocumentsGuaranty and Security Agreement or any other Loan Document that purports to create a Lien or make a guarantee. The Credit Loan Parties shall take any actions reasonably required by Agent the Required Lenders to ensure or demonstrate that the Liens and security interests granted by the applicable Collateral Documents Guaranty and Security Agreement or such other Loan Document continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Incremental Revolving Commitments, including, without limitation, compliance with Commitments to the extent provided in Section 4.13(b)5.11. Each of the parties hereto hereby agrees that the Agent Required Lenders may, in consultation with the Borrower RepresentativeBorrowers, take any and all actions action as may be reasonably necessary to ensure that all Incremental Revolving Loans, when originally made, Delayed Draw Term Loans are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis. This may be accomplished by (i) requiring the each outstanding Revolving Borrowing of Term Loans that are LIBOR Rate Loans to be prepaid with the proceeds of converted into a new Borrowing of Revolving LoansTerm Loans that are Base Rate Loans on the date of each such Delayed Draw Term Loan, (ii) causing the Revolving Lenders or by allocating a portion of each such Delayed Draw Term Loan to assign portions each outstanding Borrowing of their outstanding Revolving Term Loans to Incremental Revolving Lenders or (iii) any combination of the foregoingthat are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Revolving Loan is to be allocated to an existing Interest Period for a LIBOR Rate Loan, then the interest rate thereof for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement2.8.

Required Amendments. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption AgreementTerm Loan, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Term Loan and terms of the Incremental Revolving Commitments and/or Incremental Revolving Loans evidenced thereby, and any joinder agreement or amendment may without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and BorrowersBorrower, to effectuate the provisions of this Section 1.1(c1.1(e), and, for the avoidance of doubt, this Section 1.1(c1.1(e) shall supersede any provisions in Section 9.1. From and after each Incremental Effective Date, the Loans and Incremental Revolving Commitments established pursuant to this Section 1.1(c1.1(e) shall constitute Loans and Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guaranties guarantees and security interests created by the applicable Collateral Documents. The Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Incremental Revolving Commitments, including, without limitation, compliance with to the extent provided in Section 4.13(b)4.13. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower RepresentativeBorrower, take any and all actions action as may be reasonably necessary to ensure that all Incremental Revolving LoansTerm Loans which are not separate tranches, when originally made, are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis. This may be accomplished by (i) requiring the each outstanding Revolving Borrowing of Term Loans that are LIBOR Rate Loans to be prepaid with the proceeds of converted into a new Borrowing of Revolving LoansTerm Loans that are Base Rate Loans on the date of each such Incremental Term Loan, (ii) causing the Revolving Lenders or by allocating a portion of each such Incremental Term Loan to assign portions each outstanding Borrowing of their outstanding Revolving Term Loans to Incremental Revolving Lenders or (iii) any combination of the foregoingthat are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Revolving Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate LoanLoans, then the interest rate thereof thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption AgreementTerm Loan joinder agreement or amendment.

Required Amendments. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption AgreementFacility, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and terms of the Incremental Revolving Commitments and/or Incremental Revolving Loans evidenced thereby, and any joinder agreement or amendment may without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent and Borrowersthe Borrower, to effectuate effect the provisions of this Section 1.1(c1.1(e), and, for . For the avoidance of doubt, this Section 1.1(c1.1(e) shall supersede any provisions in Section 9.1. From and after each Incremental Effective Date, the Loans and Incremental Revolving Commitments established pursuant to this Section 1.1(c1.1(e) (other than with respect to any Incremental Facility that is unsecured or that is secured by a lien on the Collateral ranking junior to the liens on the Collateral securing the then outstanding Term Loans and Incremental Equivalent Indebtedness) shall constitute Loans and Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guaranties guarantees and security interests created by the applicable Collateral Documents. The Credit Parties shall take any actions reasonably required by Agent to ensure or and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Incremental Revolving Commitments, including, without limitation, including compliance with Section 4.13(b4.12(a). Each of the parties hereto hereby agrees that the Agent may, in consultation with the Borrower RepresentativeBorrower, take any and all actions action as may be reasonably necessary to ensure that all Incremental Revolving LoansTerm Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis. This may be accomplished by (i) requiring the each outstanding Revolving Borrowing of Term Loans that are LIBOR Rate Loans to be prepaid with the proceeds of converted into a new Borrowing of Revolving LoansTerm Loans that are Base Rate Loans on the date of each such Incremental Term Loan, (ii) causing the Revolving Lenders or by allocating a portion of each such Incremental Term Loan to assign portions each outstanding Borrowing of their outstanding Revolving Term Loans to Incremental Revolving Lenders or (iii) any combination of the foregoingthat are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Revolving Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate LoanLoans, then the interest rate thereof thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement.Term Loan joinder agreement or amendment. In addition the scheduled amortization payments under

Required Amendments. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption AgreementFacility, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and terms of the Incremental Revolving Commitments and/or Incremental Revolving Loans evidenced thereby, and any joinder agreement or amendment may without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent and BorrowersBorrower, to effectuate the provisions of this Section 1.1(csubsection 1.1(e), and, for the avoidance of doubt, this Section 1.1(csubsection 1.1(e) shall supersede any provisions in Section 9.1. From and after each Incremental Effective Date, (x) the Loans and Incremental Revolving Commitments established pursuant to this Section 1.1(csubsection 1.1(e) shall constitute Loans and Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guaranties guarantees and security interests created by the applicable Collateral DocumentsDocuments and (y) the Incremental Term Lenders holding such Loans and Commitments shall constitute Lenders hereunder. The Credit Parties shall take any actions reasonably required by Agent to ensure or and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Incremental Revolving Commitments, including, without limitation, including compliance with Section 4.13(bsubsection 4.12(c). Each of the parties hereto hereby agrees that the Agent may, in consultation with the Borrower RepresentativeBorrower, take any and all actions action as may be reasonably necessary to ensure that all Incremental Revolving LoansTerm Loans which are not separate tranches, when originally made, are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis. This may be accomplished by (i) requiring the each outstanding Revolving Borrowing of Term Loans that are LIBOR Rate Loans to be prepaid with the proceeds of converted into a new Borrowing of Revolving LoansTerm Loans that are Base Rate Loans on the date of each such Incremental Term Loan, (ii) causing the Revolving Lenders or by allocating a portion of each such Incremental Term Loan to assign portions each outstanding Borrowing of their outstanding Revolving Term Loans to Incremental Revolving Lenders or (iii) any combination of the foregoingthat are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. CH\1898062.5 If any Incremental Revolving Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate LoanLoans, then the interest rate thereof thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption AgreementTerm Loan joinder agreement or amendment. In addition, the scheduled amortization payments under subsection 1.8(a) required to be made after the making of any Incremental Term Loans which are not separate tranches shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Loan Lenders were entitled before such recalculation.”

Required Amendments. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption AgreementFacility, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and terms of the Incremental Revolving Commitments and/or Incremental Revolving Loans evidenced thereby, and any joinder agreement or amendment may without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent and Borrowersthe Borrower, to effectuate effect the provisions of this Section 1.1(c1.1(e), and, for . For the avoidance of doubt, this Section 1.1(c1.1(e) shall supersede any provisions in Section 9.1. From and after each Incremental Effective Date, the Loans and Incremental Revolving Commitments established pursuant to this Section 1.1(c1.1(e) shall constitute Loans and Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guaranties guarantees and security interests created by the applicable Collateral Documents. The Credit Parties shall take any actions reasonably required by Agent to ensure or and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Incremental Revolving Commitments, including, without limitation, including compliance with Section 4.13(b4.13(d). Each of the parties hereto hereby agrees that the Agent may, in consultation with the Borrower RepresentativeBorrower, take any and all actions action as may be reasonably necessary to ensure that all Incremental Revolving LoansTerm Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis. This may be accomplished by (i) requiring the each outstanding Revolving Borrowing of Term Loans that are LIBOR Rate Loans to be prepaid with the proceeds of converted into a new Borrowing of Revolving LoansTerm Loans that are Base Rate Loans on the date of each such Incremental Term Loan, (ii) causing the Revolving Lenders or by allocating a portion of each such Incremental Term Loan to assign portions each outstanding Borrowing of their outstanding Revolving Term Loans to Incremental Revolving Lenders or (iii) any combination of the foregoingthat are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Revolving Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate LoanLoans, then the interest rate thereof thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption AgreementTerm Loan joinder agreement or amendment. In addition, the scheduled amortization payments under Section 1.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Loan Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental Revolving Loan Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations.