(k). Section 7.2.3(k) of the Credit Agreement is hereby amended and restated in its entirety to the following:
(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.
(k). The undersigned affirms that she or he is an agent of (participating entity to be added) and is duly authorized to sign this Participating Addendum. Date: �/3r//j_-z _(}13//;��"/7 ?A-- _ CSignatur;
(k). Section 7.03(k) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
(k). (c) If (i) on the fourth Business Day prior to any L/C Fee Payment Date, the aggregate principal amount of the Total Extensions of Credit outstanding exceeds the aggregate Commitments or (ii) the Administrative Agent at the request of any Lender shall notify the Borrower that the aggregate principal amount of the Total Extensions of Credit outstanding exceeds an amount equal to 102% the aggregate Commitments, then on such Interest Payment Date, L/C Fee Payment Date or within four Business Days of the Borrower’s receipt of such notice, as applicable, the Borrower shall prepay Revolving Credit Loans in an amount equal to such excess. The Borrower shall specify whether such prepayment is of Term SOFR Loans, Reference Rate Loans, or a combination thereof, and if of a combination thereof, the amount of prepayment allocable to each. If the Borrower fails to so specify, and there is more than one Type of Revolving Credit Loan, the amount prepaid shall be applied first to outstanding Term SOFR Loans, then to outstanding Reference Rate Loans. If the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, Cash Collateralize outstanding Letters of Credit in an amount equal to such excess to be held as provided in Section 2.19(k).
(k). (k) Within ten (10) Business Days after a Responsible Officer of any Loan Party or any ERISA Affiliate knows or has reason to know, that an ERISA Event, or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code), which could reasonably be expected to result in liability to any Loan Party in excess of $15,000,000 has occurred, and, when known, any action taken or threatened by the IRS, the DOL, or the PBGC with respect thereto;
(k). Notwithstanding the foregoing, the Parent will not, and will not permit any Subsidiary to, create, assume, incur or suffer to exist any Lien (other than Liens created by the Loan Documents) upon or with respect to any of its proprietary software developed by or on behalf of the Parent or its Affiliates and necessary and useful for the conduct of the Business.
(k). Schedule 1.1(k) of the Program Agreement is hereby amended by replacing such Schedule in its entirety with Schedule 1.1(k) attached hereto.
(k). Prior to the Borrowing Base Equalization Date, any increase in the Conforming Borrowing Base as a result of the most recent redetermination thereof shall result in an equal increase in the Borrowing Base. On and after the Borrowing Base Equalization Date, the Borrowing Base shall equal the Conforming Borrowing Base then in effect and all references to Conforming Borrowing Base and Borrowing Base shall mean the Borrowing Base then in effect.
(k). Section 2.13(k) of the Credit Agreement is hereby amended by (a) adding the text "(and, in the case of prepayment of a Swingline Loan, the Swingline Lender)" immediately after the text "shall deliver to the Administrative Agent" in the first sentence of such Section and (b) adding the text "(except in the case of prepayment of a Swingline Loan, one day's prior written notice of such prepayment)" at the end of the first sentence of such Section.
