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This excerpt taken from the WEN 8-K filed Mar 12, 2009. Increase Joinder”) executed by Arby’s Opco Borrower, Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance reasonably
satisfactory to each of them. The Increase Joinder shall, without the consent of any other Agents or Lenders or Loan Parties, 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, to effect the provisions of this Section 2.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to
Revolving Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to any Facilities Increase and Incremental Term Loans, respectively, made pursuant to any Facilities Increase.
(d) Adjustment of Revolving Loans. To the extent the Commitments being increased on the relevant Facilities Increase Date are Revolving Credit Commitments, then each of the Revolving Credit Lenders having a Revolving Credit Commitment prior to such Facilities Increase Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Credit Lender that is acquiring a new or additional Revolving Credit Commitment on the Facilities Increase Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the principal amount thereof, such interests and participations in the Revolving Credit Outstandings as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Outstandings will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders in accordance with their Ratable Portions of the Revolving Credit Commitments after giving effect to such Facilities Increase. (e) Making of New Term Loans. On any Facilities Increase Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to Arby’s Opco Borrower or Holdco Co-Borrower, as the case may be, in an amount equal to its new Commitment. (f) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this Section 2.19 shall constitute Loans and 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 Guaranty and security interests created by the Collateral Documents. The Loan Parties, at their own expense, shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any new Tranche of Term Loans or any such new Commitments or the making of Incremental Term Loans.
If any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Letter of Credit or Swing Loan is at the time outstanding, the Issuer and the Swing Loan Lender, as the case may be, may, by notice to any Borrower and such Defaulting Lender or Potential Defaulting Lender through the Administrative Agent, require the Borrowers, within 5 Business Days’ of such notice from the Administrative Agent, to Cash Collateralize the obligations of the Borrowers to the Issuer and the Swing Loan Lender in respect of such Letter of Credit or Swing Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or such Potential Defaulting Lender in respect thereof, or to make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuer and the Swing Loan Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender.
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