Common use of Additional Amendments Clause in Contracts

Additional Amendments. Notwithstanding the foregoing, this Agreement may be amended or supplemented by an agreement or agreements in writing, solely with the consent of the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers (as defined in the Fee Letter)) and the Borrower Representative, without the need to obtain the consent of any other Lender, to implement the Flex Provisions (as defined in the Fee Letter), and, to the extent such amendment would be otherwise permitted by the terms of this Agreement, such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) at any time or from time to time on or prior to the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility proposes to effect the Flex Provisions (as defined in the Fee Letter), the Borrower Representative shall enter into such amendment within fifteen Business Days (or such longer period as may be agreed by the Administrative Agent) from the date of delivery to the Borrower Representative of a draft amendment reflecting the applicable Flex Provisions (as defined in the Fee Letter) permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Administrative Agent. The Borrower Representative hereby acknowledges that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant to the terms of the Commitment Letter referred to in the Fee Letter) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) (which Syndication Launch Date shall be communicated by UBS to the Borrower Representative after the date hereof with at least three (3) Business Days prior written notice).

Additional Amendments. Notwithstanding the foregoing, this Agreement may be amended or supplemented by an agreement or agreements in writing, solely with the consent of the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers (as defined in the Fee Letter)) Arrangers, Holdings and the Borrower RepresentativeBorrowers, without the need to obtain the consent of any other Lender, to implement the Flex Provisions (as defined “market flex” provisions set forth in the Fee Letter), and, to the extent such amendment would be otherwise permitted by the terms of this Agreement, and such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead ArrangersArrangers (as defined in the Fee Letter) at any time or from time to time on or prior to the earlier of (x) the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility proposes to effect and (y) the Flex Provisions expiration of the Syndication Period (as defined in the Commitment Letter referenced in the Fee Letter)) propose to effect the changes contemplated by such “market flex” provisions, Holdings and the Borrower Representative Borrowers shall enter into such amendment within fifteen (15) Business Days (or such longer period as may be agreed by the Administrative AgentRequisite Lead Arrangers) from the date of delivery to the Borrower Representative Borrowers of a draft amendment reflecting the applicable Flex Provisions (as defined in the Fee Letter) “market flex” provisions permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) Arrangers shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Administrative AgentRequisite Lead Arrangers. The Borrower Representative Borrowers and Holdings hereby acknowledges acknowledge that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant to the terms of the Commitment Letter referred to in the Fee Letter) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) (which Syndication Launch Date shall be communicated by UBS to the Borrower Representative after the date hereof with at least three (3) Business Days prior written notice).

Additional Amendments. Notwithstanding Each Replacement Revolving Loan Amendment and Extension Amendment may, without the foregoingconsent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be amended necessary or supplemented by an agreement or agreements appropriate, in writing, solely with the consent reasonable opinion of the Administrative Agent (subject to the provisions of Section 9 of this Agreement), to effect the provisions of Sections 2.24 and 2.25. In addition to any terms and provisions in any Replacement Revolving Loan Amendment and Extension Amendment, and any changes or amendments to this Agreement or any other Credit Document provided for therein, in each case, that are required or contemplated by the provisions of Section 2.24 and 2.25, any Replacement Revolving Loan Amendment or Extension Amendment may provide for additional terms and/or additional amendments to this Agreement and the other Credit Documents (any such additional term or additional amendment being an “Additional Amendment”); provided that such Additional Amendments do not become effective prior to the time that such Additional Amendments have been consented to (including, without limitation, pursuant to (1) consents applicable to holders of Replacement Revolving Loans provided for in any Replacement Revolving Loan Amendment and (2) consents applicable to holders of any Extended Term Loans provided for in any Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Additional Amendments to become effective at such time in accordance with Section 10.5 (including, if applicable, Sections 10.5(b) and (c)). It is understood and agreed that, each Lender that has consented to the Sixth Amendment hereby has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by the first sentence of this Section 2.26 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of the Requisite Incremental Lead Arrangers (as defined in the Fee Letter)) and the Borrower Representative, without the need to obtain the consent of any other Lender, to implement the Flex Provisions (as defined in the Fee Letter), and, to the extent such amendment would be otherwise permitted by the terms of this Agreement, such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) at any time or from time to time on or prior to the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility proposes to effect the Flex Provisions (as defined in the Fee Letter), the Borrower Representative shall enter into such amendment within fifteen Business Days (or such longer period as may be agreed by the Administrative Agent) from the date of delivery to the Borrower Representative of a draft amendment reflecting the applicable Flex Provisions (as defined in the Fee Letter) permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Administrative Agent. The Borrower Representative hereby acknowledges that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant Lender to the terms of any Additional Amendment.” (K) Section 6.1(a) of the Commitment Letter referred to in Credit Agreement is hereby amended by adding the Fee Letterwords “and any Refinancing Indebtedness” immediately following the word “Obligations”. (L) The Credit Agreement is hereby amended by (i) deleting the “and” at the end of Section 6.2(u), (ii) deleting the “.” and adding a “; and” at the end of Section 6.2(v) and (iii) adding a Section 6.2(w) immediately following Section 6.2(v) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (read in its entirety as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) (which Syndication Launch Date shall be communicated by UBS to the Borrower Representative after the date hereof with at least three (3) Business Days prior written notice).follows:

Additional Amendments. Notwithstanding On the foregoingEffective Date, this the Existing Credit Agreement may be (excluding Annexes (other than Annex I (Covenants) and Annex II (Additional Definition)), Exhibits and Schedules thereto), Annex I (Covenants) to the Existing Credit Agreement and Annex II (Additional Definitions) to the Existing Credit Agreement are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth (1) in the change pages of the Existing Credit Agreement attached as Schedule 1 hereto and (2) the blacklines of Annex I (Covenants) to the Existing Credit Agreement and Annex II (Additional Definitions) to the Existing Credit Agreement attached as Schedule 2 hereto; provided that the effectiveness of the amendments set forth in Schedules 1 and 2 hereto (other than any amendments that correct errors or supplemented by an agreement omissions or agreements in writing, solely with effect administrative changes that are not adverse to any Lender which shall become effective without the consent of the Administrative Agent (on behalf Required Lenders pursuant to Section 9.08(c) of the Requisite Incremental Lead Arrangers Existing Credit Agreement) is subject to the satisfaction of the following additional conditions: (i) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as defined in of the Fee Letter)) and the Borrower Representative, without the need to obtain the consent of any other Lender, to implement the Flex Provisions Effective Date (as defined in the Fee Letter), and, for the avoidance of doubt, including in respect of each Extension Amendment Loan Document) with the same effect as though made on and as of each such date, except to the extent such amendment would representation and warranties expressly relate to an earlier date, in which case, such representation and warranties shall be otherwise permitted true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date and (ii) this Amendment being duly executed by (A) the Required Lenders and (B) the Required Revolving Credit Lenders; provided further that the amendments to Section 9.08(b) of the Existing Credit Agreement and the insertion of the definition of “Required Class Lenders” shall not be effective until the date on which such changes are approved by the terms requisite percentage of this Agreement, such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) at any time or from time to time on or prior to the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility proposes to effect the Flex Provisions (as defined in the Fee Letter), the Borrower Representative shall enter into such amendment within fifteen Business Days (or such longer period as may be agreed by the Administrative Agent) from the date of delivery to the Borrower Representative of a draft amendment reflecting the applicable Flex Provisions (as defined in the Fee Letter) permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Administrative Agent. The Borrower Representative hereby acknowledges that failure to enter into such an amendment or amendments Lenders pursuant to this Section 14 constitutes an Event of Default under Section 7.01 9.08 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant to the terms of the Commitment Letter referred to in the Fee Letter) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) (which Syndication Launch Date shall be communicated by UBS to the Borrower Representative after the date hereof with at least three (3) Business Days prior written notice).