Common use of Permitted Amendments Clause in Contracts

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lenders, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.

Permitted Amendments. Notwithstanding anything After the Closing, subject to Section 10.01, the Trustee and the Delaware Trustee may amend this Agreement and the Transaction Documents to which the Trust is a party as follows: (a) The Trustee may from time to time supplement or amend the Transaction Documents and the Direct Hedge Security Instruments to which the Trust is a party without the approval of Trust Unitholders in order to cure any ambiguity, to correct or supplement any provision contained herein or therein that may be defective or inconsistent with any other provisions herein or therein, to grant any benefit to all of the Trust Unitholders, to add collateral to the contrary contained hereinDrilling Mortgages, Loan Modification Offers to evidence or implement any changes required by applicable law or to change the name of the Trust; provided, however, that such supplement or amendment does not adversely affect the interests of the Trust Unitholders; and Permitted Amendments (as hereinafter defined) shall be permitted provided, further, that any amendment to this Agreement made to change the name of the Trust in accordance with this subsection Section 12.04 hereof or otherwise shall be conclusively deemed not to affect adversely the interests of the Trust Unitholders or result in a variance of the investment of the Trust or the Trust Unitholders. (db) Notwithstanding Section 10.02(a), regardless the Trustee may, from time to time reset, terminate, modify or otherwise amend the Direct Hedge Contracts, and take any other actions ancillary thereto, without the approval of the preceding provisions Trust Unitholders; provided, that any such action is taken at the request of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (▇▇▇▇▇▇▇▇▇ in its role as defined below). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver hedge manager pursuant to the Administrative Agent a loan modification agreement Services Agreement. (a “Loan Modification Agreement”c) and such other documentation as Notwithstanding Section 10.02(a), the Trustee may, from time to time supplement or amend the Administrative Agent shall reasonably specify to evidence Services Agreement and the acceptance Collateral Agency Agreement without the approval of the Permitted Amendments and Trust Unitholders; provided, however, that such supplement or amendment would not materially increase the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions costs or expenses of the Loans, held by one Trust or more materially adversely affect the economic interests of the Lenders that are not Accepting Lenders. Additionally, Trust Unitholders. (d) All other permitted amendments to the extent the Borrower has elected to repay the portions provisions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lenders, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Transaction Documents as to which the Trust is a party may be made only by the vote of the holders of a Unit Majority at a meeting duly called and held in accordance with Article VIII. (e) No amendment that increases the obligations, duties or liabilities or affects the rights of the Delaware Trustee or the Trustee shall be appropriate, in effective without the judgment express written approval of the Administrative Agent, to give effect to the foregoing Permitted Amendmentssuch Entity.

Permitted Amendments. Notwithstanding anything After the Closing, subject to Section 10.01, the Trustee and the Delaware Trustee may amend this Agreement and the Transaction Documents to which the Trust is a party as follows: (a) The Trustee may from time to time supplement or amend the Transaction Documents to which the Trust is a party without the approval of Trust Unitholders in order to cure any ambiguity, to correct or supplement any provision contained herein or therein that may be defective or inconsistent with any other provisions herein or therein, to grant any benefit to all of the Trust Unitholders, to add collateral to the contrary contained hereinDrilling Mortgage, Loan Modification Offers to evidence or implement any changes required by applicable law or to change the name of the Trust; provided, however, that such supplement or amendment does not adversely affect the interests of the Trust Unitholders; and Permitted Amendments (as hereinafter defined) shall be permitted provided, further, that any amendment to this Agreement made to change the name of the Trust in accordance with this subsection Section 12.04 hereof or otherwise shall be conclusively deemed not to affect adversely the interests of the Trust Unitholders or result in a variance of the investment of the Trust or the Trust Unitholders. (db) Notwithstanding Section 10.02(a), regardless the Trustee may, from time to time reset, terminate, modify or otherwise amend the Hedge Contracts, the Hedge Security Instruments and the Collateral Agency Agreement in accordance with the terms thereof, and take any other actions ancillary thereto, without the approval of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lenders, it being understood that all borrowings and repayments of the Loan will be made pro rata among all LendersTrust Unitholders; provided that any such action is taken in accordance with the Hedge Contracts. (c) Notwithstanding Section 10.02(a), the Trustee may, from time to time supplement or amend the Administrative Services Agreement without the approval of the Trust Unitholders; provided, however, that such supplement or amendment would not materially increase the costs or expenses of the Trust or materially adversely affect the economic interests of Trust Unitholders. (d) All other permitted amendments to the extent any Permitted Amendment extends the final maturity provisions of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Transaction Documents as to which the Trust is a party may be made only by the vote of the holders of a Unit Majority at a meeting duly called and held in accordance with Article VIII. (e) No amendment that increases the obligations, duties or liabilities or affects the rights of the Delaware Trustee or the Trustee shall be appropriate, in effective without the judgment express written approval of the Administrative Agent, to give effect to the foregoing Permitted Amendmentssuch Entity.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions Loans and Revolving Credit Commitments of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the Revolving Credit Commitments, and/or repay the portions of the or reduce any Loans, held by of one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay reduced the portions of the Revolving Credit Commitments, and/or Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid Revolving Credit Commitments or Loans reduced pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Revolving Credit Commitments of the Accepting LendersLenders (including any amendments necessary to treat the Loans and Revolving Credit Commitments of the Accepting Lenders as Loans and/or Revolving Credit Commitments, it being understood that all borrowings and repayments of the Loan Revolving Credit Loans (as applicable) will be made pro rata among between all LendersRevolving Credit Loans and all repayments of Term Loans will be made pro rata between all applicable Term Loans; provided that to the extent any Permitted Amendment extends the final maturity of the portion Revolving Credit Commitments or Loans of the Loan held by the Accepting Lenders, the applicable portion of the Loan Loans and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Revolving Credit Maturity Date or the applicable Term Loan Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan applicable Revolving Credit Commitments or Loans of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan)Lenders, (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.

Permitted Amendments. Notwithstanding anything (a) Without limiting the foregoing, the Borrower may, by written notice to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and customary Officer’s Certificates.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions Loans and Revolving Credit Commitments of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the Revolving Credit Commitments, and/or repay the portions of the or reduce any Loans, held by of one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay reduced the portions of the Revolving Credit Commitments, and/or Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid Revolving Credit Commitments or Loans reduced pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Revolving Credit Commitments of the Accepting LendersLenders (including any amendments necessary to treat the Loans and Revolving Credit Commitments of the Accepting Lenders as Loans and/or Revolving Credit Commitments, it being understood that all borrowings and repayments of the Loan Revolving Credit Loans (as applicable) will be made pro rata among between all LendersRevolving Credit Loans and all repayments of Term Loans will be made pro rata between all applicable Term Loans; provided that to the extent any Permitted Amendment extends the final maturity of the portion Revolving Credit Commitments or Loans of the Loan held by the Accepting Lenders, the applicable portion of the Loan Loans and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Revolving Credit Maturity Date or the applicable Term Loan Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan applicable Revolving Credit Commitments or Loans of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders (in each case effective after the scheduled maturity of the LoanRevolving Credit Loans and/or Term Loans), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.

Permitted Amendments. Notwithstanding anything (a) The US Borrower may, by written notice to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders holding Extended Revolving Credit Commitments to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the US Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which each such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days no more than 30 Business Days after the date of such notice). Only those Lenders holding Extended Revolving Credit Commitments that consent to such Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer Amendment (such Lenders, the “Accepting Lenders”). ) will have the maturity of their Extended Revolving Credit Commitments extended and be entitled to receive any increase in the Applicable ABR Margin or Applicable Eurodollar Margin and any fees, in each case, as provided therein. (b) The Borrower US Borrower, the UK Borrower, Holdings and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this the Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lenders, it being understood that all borrowings Loans and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan Commitments of the Accepting Lenders (in each case effective after including any amendments necessary to treat the scheduled maturity Loans and Commitments of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and in a manner consistent with the other Loan Documents as Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall be appropriate, in the judgment of become effective under this Section 14.18 unless the Administrative Agent, to give effect to the foregoing Permitted Amendmentsextent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and officer’s certificates consistent with those delivered on the Restatement Date.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions Loans, Tranche A-2 Term Loan Commitments and Revolving Credit Commitments of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the Revolving Credit Commitments and/or the Tranche A-2 Term Loan Commitments, and/or repay the portions of the or reduce any Loans, held by of one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay reduced the portions of the Revolving Credit Commitments, Tranche A-2 Term Loan Commitments and/or Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Revolving Credit Commitments, Tranche A-2 Term Loan repaid Commitments or Loans reduced pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loans, Tranche A-2 Term Loan Commitments and Revolving Credit Commitments of the Accepting LendersLenders (including any amendments necessary to treat the Loans, Tranche A-2 Term Loan Commitments and Revolving Credit Commitments of the Accepting Lenders as Loans and/or Revolving Credit Commitments, it being understood that all borrowings and repayments of the Loan Revolving Credit Loans (as applicable) will be made pro rata among between all LendersRevolving Credit Loans and all repayments of Term Loans will be made pro rata between all applicable Term Loans; provided that to the extent any Permitted Amendment extends the final maturity of the portion Revolving Credit Commitments or Loans of the Loan held by the Accepting Lenders, the applicable portion of the Loan Loans and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Revolving Credit Maturity Date or the applicable Term Loan Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan applicable Revolving Credit Commitments or Loans of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders (in each case effective after the scheduled maturity of the LoanRevolving Credit Loans and/or Term Loans), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.

Permitted Amendments. Notwithstanding anything Each Bank that is party hereto hereby agrees on its own behalf, and on behalf of its successors and assigns, as follows: (a) The Borrower may, by written notice to the contrary contained hereinAgent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all Banks holding (i) Initial Term Loans, (ii) Incremental Term Loans and/or (iii) Other Term Loans, in each case on the Lenders same terms with respect to Banks holding the same class of Term Loans, to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowx) the terms and conditions of the requested Permitted Amendments and (y) the date on which responses from the applicable Banks in respect of such Permitted Amendment are required to be received (which shall not be less than three Domestic Business Days after the date of such notice). Only those Banks that consent to such Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer Amendment (such Lenders, the “Accepting LendersBanks”) will have the maturity of their applicable Loans and Term Loan Commitments extended and be entitled to receive any increase in the Base-Rate Margin or Eurodollar Margin, as applicable, and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The Borrower and each Accepting Lender Bank shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender Bank as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended amended, as may be necessary or appropriate, in the opinion of the Agent, to effect the extent (but only to the extent) necessary to reflect the existence terms and terms provisions of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Commitments of the Accepting Lenders, it being understood that all borrowings Banks (including any amendments necessary to treat the Loans and repayments Commitments of the Loan will be made pro rata among all Lenders; provided that Accepting Banks in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 10.17 unless the Agent, to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held so reasonably requested by the Accepting LendersAgent, the applicable portion of the Loan shall have received legal opinions, board resolutions and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis officer's certificates consistent with the portion of the Loan of the Accepting Lendersthose delivered pursuant to Section 3.01. “Permitted Amendments” This Section 10.17 shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with supersede any one provisions in Section 10.04 or more of the following: (i) a change in rate of interest (including a change Section 10.05 to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendmentscontrary.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions Loans and Commitments of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the Commitments, and/or repay the portions of the or reduce any Loans, held by of one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay reduced the portions of the Commitments and/or Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid Commitments or Loans reduced pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Commitments of the Accepting LendersLenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders as Loans and/or Commitments, it being understood that all borrowings and repayments of the Loan Revolving Credit Loans (as applicable) will be made pro rata among between all LendersRevolving Credit Loans and all repayments of Term Loans will be made pro rata between all Term Loans; provided that to the extent any Permitted Amendment extends the final maturity of the portion Commitments or Loans of the Loan held by the Accepting Lenders, the applicable portion of the Loan Loans and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Revolving Credit Maturity Date or Term Loan Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan applicable Commitments or Loans of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders (in each case effective after the scheduled maturity of the LoanRevolving Credit Loans and/or Term Loans), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.

Permitted Amendments. Notwithstanding anything Each Bank that is party hereto agrees on its own behalf, and on behalf of its successors and assigns, as follows: (a) The Borrower may, by written notice to the contrary contained hereinAgent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders Banks holding (i) Revolving Credit Loan Commitments and Revolving Credit Loans, (ii) Green Revolving Credit Loan Commitments and Green Revolving Credit Loans, (iii) Initial Term Loans and/or (iv) Incremental Term Loans, to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowx) the terms and conditions of the requested Permitted Amendments and (y) the date on which responses from the applicable Banks in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Only those Banks that consent to such Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer Amendment (such Lenders, the “Accepting LendersBanks”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Base-Rate Margin or Euro-Dollar Margin, as applicable, and any fees (including prepayment premiums or fees), in each case, as provided therein. NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement (b) The Borrower and each Accepting Lender Bank shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender Bank as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended amended, as may be necessary or appropriate, in the opinion of the Agent, to effect the extent (but only to the extent) necessary to reflect the existence terms and terms provisions of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Commitments of the Accepting Lenders, it being understood that all borrowings Banks (including any amendments necessary to treat the Loans and repayments Commitments of the Loan will be made pro rata among all Lenders; provided that Accepting Banks in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 10.17 unless the Agent, to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held so reasonably requested by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, shall have received legal opinions, board resolutions and officer's certificates consistent with those delivered pursuant to give effect to the foregoing Permitted AmendmentsSection 3.01.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions Revolving Loans and Commitments of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the Commitments, and/or repay the portions of the or reduce any Revolving Loans, held by of one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay reduced the portions of the Commitments and/or Revolving Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid Commitments reduced pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Revolving Loans and Commitments of the Accepting LendersLenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders as Revolving Loans and/or Commitments, it being understood that all borrowings and repayments of the Loan will be made pro rata among between all LendersLoans; provided that to the extent any Permitted Amendment extends the final maturity of the portion Commitments of the Loan held by the Accepting Lenders, the applicable portion of the Loan Revolving Loans and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan Commitments of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan applicable Revolving Loans and Commitments of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan applicable Revolving Loans and/or Commitments of the Accepting Lenders (in each case effective after the scheduled maturity of the LoanRevolving Loans), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.

Permitted Amendments. Notwithstanding anything (a) The Borrower may, by written notice to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders holding Revolving Credit Commitments, Tranche A Term Loans and/or Tranche B Term Loans to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which each such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days no more than 30 Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”). ) will have the maturity of their Revolving Credit Commitments, Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, extended and be entitled to receive any increase in the Applicable ABR Margin or Applicable Eurodollar Margin and any fees, in each case, as provided therein. (b) The Borrower Borrower, Holdings and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this the Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lenders, it being understood that all borrowings Loans and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan Commitments of the Accepting Lenders (in each case effective after including any amendments necessary to treat the scheduled maturity Loans and Commitments of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and in a manner consistent with the other Loan Documents as Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall be appropriate, in the judgment of become effective under this Section 13.18 unless the Administrative Agent, to give effect to the foregoing Permitted Amendmentsextent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and officer’s certificates consistent with those delivered on the Closing Date.

Permitted Amendments. Notwithstanding anything Each Bank that is party to Amendment No. 2 hereby agrees on its own behalf, and on behalf of its successors and assigns, as follows: (a) The Borrower may, by written notice to the contrary contained hereinAgent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders Banks holding (i) Revolving Credit Loan Commitments and Revolving Credit Loans, (ii) Initial Term Loans and/or (iii) Incremental Term Loans, to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowx) the terms and conditions of the requested Permitted Amendments and (y) the date on which responses from the applicable Banks in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Only those Banks that consent to such Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer Amendment (such Lenders, the “Accepting LendersBanks”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Base-Rate Margin or Euro-Dollar Margin, as applicable, and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The Borrower and each Accepting Lender Bank shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender Bank as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended amended, as may be necessary or appropriate, in the opinion of the Agent, to effect the extent (but only to the extent) necessary to reflect the existence terms and terms provisions of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Commitments of the Accepting Lenders, it being understood that all borrowings Banks (including any amendments necessary to treat the Loans and repayments Commitments of the Loan will be made pro rata among all Lenders; provided that Accepting Banks in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 10.17 unless the Agent, to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held so reasonably requested by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, shall have received legal opinions, board resolutions and officer’s certificates consistent with those delivered pursuant to give effect to the foregoing Permitted AmendmentsSection 3.01.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, after the first to occur of (x) the advance by the Lenders of the full amount of their Commitments described in clause (a) of the definition thereof and (y) the Commitment Expiration Date, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions of the Loan Loans held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, Loans held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan Loans repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans of the Accepting Lenders, it being understood that all borrowings and repayments of the Loan Loans will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan Loans held by the Accepting Lenders, the applicable portion of the Loan Loans and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan Loans of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan Loans of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan Loans of the Accepting Lenders (in each case effective after the scheduled maturity of the LoanLoans), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.

Permitted Amendments. Notwithstanding anything (a) Without limiting the foregoing, a Borrower may, by written notice from the Parent Borrower to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to such Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the 169 US-DOCS\159452469.6 Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The applicable Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and customary Officer’s Certificates.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.73. The Borrower may may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein. (a) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and Officers’ Certificates consistent with those delivered pursuant to Section 4.02.

Permitted Amendments. Notwithstanding anything Each Bank that is party hereto hereby agrees on its own behalf, and on behalf of its successors and assigns, as follows: (a) The Borrower may, by written notice to the contrary contained hereinAgent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders Banks holding (i) Initial Term Loans, (ii) Incremental Term Loans and/or (iii) Other Term Loans, to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowx) the terms and conditions of the requested Permitted Amendments and (y) the date on which responses from the applicable Banks in respect of such Permitted Amendment are required to be received (which shall not be less than three Domestic Business Days after the date of such notice). Only those Banks that consent to such Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer Amendment (such Lenders, the “Accepting LendersBanks”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Base-Rate Margin or Eurodollar Margin, as applicable, and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The Borrower and each Accepting Lender Bank shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender Bank as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended amended, as may be necessary or appropriate, in the opinion of the Agent, to effect the extent (but only to the extent) necessary to reflect the existence terms and terms provisions of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Commitments of the Accepting Lenders, it being understood that all borrowings Banks (including any amendments necessary to treat the Loans and repayments Commitments of the Loan will be made pro rata among all Lenders; provided that Accepting Banks in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 10.17 unless the Agent, to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held so reasonably requested by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, shall have received legal opinions, board resolutions and officer’s certificates consistent with those delivered pursuant to give effect to the foregoing Permitted AmendmentsSection 3.01.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions Loans and Revolving Credit Commitments of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the Revolving Credit Commitments, and/or repay the portions of the or reduce any Loans, held by of one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay reduced the portions of the Revolving Credit Commitments and/or Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid Revolving Credit Commitments or Loans reduced pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lenders, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.Permitted

Permitted Amendments. Notwithstanding anything (a) Without limiting the foregoing, a Borrower may, by written notice from the Parent Borrower to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to such Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The applicable Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and customary Officer’s Certificates.

Permitted Amendments. Notwithstanding anything (a) The Borrower may, by written notice to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein; provided, however, that if the initial yield on any Loans and/or Commitments the final maturity date of which is extended pursuant to any Permitted Amendment (such Loans and/or Commitments, collectively, the “Permitted Amendment Loans and/or Commitments”) (as determined by the Administrative Agent to be equal to the sum of (x) the Adjusted LIBO Rate plus the Applicable Margin applicable to the Permitted Amendment Loans and/or Commitments and (y) if the Permitted Amendment Loans and/or Commitments are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Permitted Amendment Loans and/or Commitments, being referred to herein as the “Permitted Amendment Discount”), such Permitted Amendment Discount, divided by the lesser of (A) the average life to maturity of such Permitted Amendment Loans and/or Commitments and (B) four, exceeds by more than 25 basis points (the amount of such excess above 25 basis points being referred to herein as the “Permitted Amendment Yield Differential”) the Adjusted LIBO Rate plus the Applicable Margin then in effect for any Class of Term Loans (including, for the avoidance of doubt, the Credit-Linked Deposits) other than the Original Maturity Term Loans and the Original Maturity Credit-Linked Deposits, then the Applicable Margin then in effect for such Class of Term Loans, as applicable, shall automatically be increased by the Permitted Amendment Yield Differential, effective upon the making of the Permitted Amendment Loans and/or Commitments (and if the Applicable Margin on the Permitted Amendment Loans and/or Commitments is subject to a leveraged-based pricing grid, appropriate increases to the other Applicable Margins for such Class of Term Loans, as applicable, consistent with the foregoing, shall be made). (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 9.22 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and officer’s certificates consistent with those delivered pursuant to Section 4.02.

Permitted Amendments. Notwithstanding anything (a) Without limiting the foregoing, a Borrower may, by written notice from the Parent Borrower to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to such Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The applicable Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendments.Amendment shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and customary Officer’s Certificates. US-DOCS\155682452.9 US-DOCS\155682452.9

Permitted Amendments. Notwithstanding anything Each Bank that is party hereto agrees on its own behalf, and on behalf of its successors and assigns, as follows: (a) The Borrower may, by written notice to the contrary contained hereinAgent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders Banks holding (i) Revolving Credit Loan Commitments and Revolving Credit Loans, (ii) Green Revolving Credit Loans, (iii) Initial Term Loans and/or (iv) Incremental Term Loans, to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowx) the terms and conditions of the requested Permitted Amendments and (y) the date on which responses from the applicable Banks in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Only those Banks that consent to such Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Lenders that accept the applicable Loan Modification Offer Amendment (such Lenders, the “Accepting LendersBanks”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Base-Rate Margin or Euro-Dollar Margin, as applicable, and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The Borrower and each Accepting Lender Bank shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender Bank as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended amended, as may be necessary or appropriate, in the opinion of the Agent, to effect the extent (but only to the extent) necessary to reflect the existence terms and terms provisions of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Commitments of the Accepting Lenders, it being understood that all borrowings Banks (including any amendments necessary to treat the Loans and repayments Commitments of the Loan will be made pro rata among all Lenders; provided that Accepting Banks in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this ‎Section 10.17 unless the Agent, to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held so reasonably requested by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, shall have received legal opinions, board resolutions and officer's certificates consistent with those delivered pursuant to give effect to the foregoing Permitted Amendments‎Section 3.01.

Permitted Amendments. Notwithstanding anything (a) The Borrower may, by written notice to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein; provided, however, that if the initial yield on any Loans and/or Commitments the final maturity date of which is extended pursuant to any Permitted Amendment (such Loans and/or Commitments, collectively, the “Permitted Amendment Loans and/or Commitments”) as determined by the Administrative Agent to be equal to the sum of (x) the Adjusted LIBO Rate plus the Applicable Margin applicable to the Permitted Amendment Loans and/or Commitments and (y) if the Permitted Amendment Loans and/or Commitments are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Permitted Amendment Loans and/or Commitments, being referred to herein as the “Permitted Amendment Discount”), such Permitted Amendment Discount, divided by the lesser of (A) the average life to maturity of such Permitted Amendment Loans and/or Commitments and (B) four, exceeds by more than 25 basis points (the amount of such excess above 25 basis points being referred to herein as the “Permitted Amendment Yield Differential”) the Adjusted LIBO Rate plus the Applicable Margin then in effect for any Class of Term Loans, New Term Loans or Refinancing Term Loans then the Applicable Margin then in effect for such Class of Term Loans, New Term Loans or Refinancing Term Loans, as applicable, shall automatically be increased by the Permitted Amendment Yield Differential, effective upon the making of the Permitted Amendment Loans and/or Commitments (and if the Applicable Margin on the Permitted Amendment Loans and/or Commitments is subject to a leveraged-based pricing grid, appropriate increases to the other Applicable Margins for such Class of Term Loans, New Term Loans or Refinancing Term Loans, as applicable, consistent with the foregoing, shall be made). (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and Officers’ Certificates consistent with those delivered pursuant to Section 4.02.

Permitted Amendments. Notwithstanding anything (a) The Borrower may, by written notice to the contrary contained herein, Loan Modification Offers and Permitted Amendments Administrative Agent (as hereinafter definedwho shall promptly notify the Tranche B Revolving Lenders) shall be permitted request that each Tranche B Revolving Lender extend such Lender’s Tranche B Revolving Maturity Date to the date that is one year after the date described in accordance with this subsection clause (d), regardless x) of the preceding provisions definition of this Section 13.7“Tranche B Revolving Maturity Date” (each such request, a “Tranche B Extension Request”). Such notice shall set forth the date on which responses from the Tranche B Revolving Lenders are required to be received (which shall not be less than three Business Days after the date of such notice). Only those Tranche B Revolving Lenders that consent to such Tranche B Extension Request (the “Accepting Tranche B Revolving Lenders”) will have the maturity of their applicable Tranche B Revolving Loans and Tranche B Revolving Commitments extended. The Borrower and each Accepting Tranche B Revolving Lender shall execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Tranche B Extension Request and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Tranche B Extension Request. Each of the parties hereto hereby agrees that, upon the effectiveness of any Tranche B Extension Request, this Agreement shall be deemed amended, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the terms and provisions of the Tranche B Extension Request with respect to the Tranche B Revolving Loans and Tranche B Revolving Commitments of the Accepting Tranche B Revolving Lenders (including any amendments necessary to treat the Tranche B Revolving Loans and Tranche B Revolving Commitments of the Accepting Tranche B Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Tranche B Extension Request shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and Officers’ Certificates consistent with those delivered pursuant to Section 4.02. (b) Without limiting the foregoing, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein. (c) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and Officers’ Certificates consistent with those delivered pursuant to Section 4.02.

Permitted Amendments. Notwithstanding anything (a) The Borrowers may, by written notice to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments Amendment Loans and/or Commitments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Administrative Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendment and (ii) the date by which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three (3) Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided in such Permitted Amendment. (b) The Borrower Borrowers and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 10.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received board resolutions and officer’s certificates consistent with those delivered pursuant to Section 4.01.

Permitted Amendments. Notwithstanding anything (a) The Borrower may, by written notice to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders holding Revolving Credit Commitments and/or Term Loans to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which each such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days no more than 30 Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”). ) will have the maturity of their Revolving Credit Commitments and/or Term Loans, as the case may be, extended and be entitled to receive any increase in the Applicable ABR Margin or Applicable Eurodollar Margin and any fees, in each case, as provided therein. (b) The Borrower Borrower, Holdings and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this the Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lenders, it being understood that all borrowings Loans and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan Commitments of the Accepting Lenders (in each case effective after including any amendments necessary to treat the scheduled maturity Loans and Commitments of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and in a manner consistent with the other Loan Documents as Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall be appropriate, in the judgment of become effective under this Section 13.18 unless the Administrative Agent, to give effect to the foregoing Permitted Amendmentsextent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and officer’s certificates consistent with those delivered on the Closing Date.

Permitted Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions Loans and Revolving Credit Commitments of the Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the Revolving Credit Commitments, and/or repay the portions of the or reduce any Loans, held by of one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay reduced the portions of the Revolving Credit Commitments and/or Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid Revolving Credit Commitments or Loans reduced pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan Loans and Revolving Credit Commitments of the Accepting LendersLenders (including any amendments necessary to treat the Loans and Revolving Credit Commitments of the Accepting Lenders as Loans and/or Revolving Credit Commitments, it being understood that all borrowings and repayments of the Loan Revolving Credit Loans (as applicable) will be made pro rata among between all LendersRevolving Credit Loans and all repayments of Term Loans will be made pro rata between all applicable Term Loans; provided that to the extent any Permitted Amendment extends the final maturity of the portion Revolving Credit Commitments or Loans of the Loan held by the Accepting Lenders, the applicable portion of the Loan Loans and related Obligations of Lenders that are not Accepting Lenders may be repaid on the Revolving Credit Maturity Date or the applicable Term Loan Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan applicable Revolving Credit Commitments or Loans of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan applicable Revolving Credit Loans and Revolving Credit Commitments and/or Term Loans of the Accepting Lenders (in each case effective after the scheduled maturity of the LoanRevolving Credit Loans and/or Term Loans), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.

Permitted Amendments. Notwithstanding anything (a) The Borrower may, by written notice to the contrary contained hereinAdministrative Agent from time to time, Loan Modification Offers and Permitted Amendments (as hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section 13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of an applicable Class to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (as defined belowi) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the portions of the Loan held by the Only those Lenders that accept the applicable Loan Modification Offer consent to such Permitted Amendment (such Lenders, the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees). , in each case, as provided therein. (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification AgreementPermitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementPermitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of the Loan of the Accepting Lendersamended, it being understood that all borrowings and repayments of the Loan will be made pro rata among all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders as may be repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders. “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting Lenders, together with any one necessary or more of the following: (i) a change in rate of interest (including a change to the Applicable Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment opinion of the Administrative Agent, to give effect the terms and provisions of the Permitted Amendment with respect to the foregoing Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted AmendmentsAmendment shall become effective under this Section 9.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and Officers’ Certificates consistent with those delivered pursuant to Section 4.02.