Common use of Proposed Modifications Clause in Contracts

Proposed Modifications. (i) In the event of the refusal by a Lender to consent to a Proposed Modification with respect to such Lender’s Revolving Loans or Term Loans, as applicable, Company may, upon five (5) Business Days’ prior written notice to Administrative Agent (or such shorter period of time agreed to by the Administrative Agent) (which notice Administrative Agent shall promptly transmit to each of the Lenders), repay all such Revolving Loans or Term Loans, as applicable (but, for the avoidance of doubt, not any other Loans (or tranches) of such Lender that are not proposed to be modified by such Proposed Modification), including all amounts, if any, owing pursuant to Section 2.11, together with accrued and unpaid interest, fees and all other amounts then owing to such Lender so long as in the case of the repayment of Revolving Loans of any Lender pursuant to this paragraph (c), (x) the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 2.13(b) (at which time Annex A-2 or Annex A-3 as applicable, shall be deemed modified to reflect the changed Revolving Commitments), and (y) such Lender’s Pro Rata Share of all outstanding Letters of Credit is Cash Collateralized in a manner satisfactory to Administrative Agent and the respective Issuing Banks. Each prepayment of the Term Loans pursuant to this Section 2.13(c) shall reduce the then remaining scheduled repayments of the Term Loans (including, for the avoidance of doubt, the bullet due at maturity) on a pro rata basis (based upon the then remaining principal amount of each such scheduled repayment of the Term Loans after giving effect to all prior reductions thereto). -92- 105376510 (ii) In the event of the refusal by a Lender to consent to a Proposed Modification with respect to such Lender’s Revolving Commitments, Company shall have the right upon five (5) Business Days’ prior written notice to Administrative Agent (or such shorter period of time agreed to by the Administrative Agent) (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Commitment of such Lender (but not any other Commitments or Loans of such Lender that are not proposed to be modified by such Proposed Modification), so long as (x) all Revolving Loans, together with accrued and unpaid interest, fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 2.18) are repaid concurrently with the effectiveness of such termination (at which time Annex A-2 or Annex A-3 as applicable, shall be deemed modified to reflect such changed amounts)and (y) such Lender’s Pro Rata Share of all outstanding Letters of Credit is Cash Collateralized in a manner satisfactory to Administrative Agent and the respective Issuing Banks, and at such time, unless the respective Lender continues to have outstanding Loans or commitments in respect of Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement, which shall survive as to such repaid Lender.

Proposed Modifications. (i) In the event of the refusal by a Lender to consent to a Proposed Modification with respect to such Lender’s Revolving Loans or Term Loans, as applicable, Company may, upon five (5) Business Days’ prior written notice to Administrative Agent (or such shorter period of time agreed to by the Administrative Agent) (which notice Administrative Agent shall promptly transmit to each of the Lenders), repay all such Revolving Loans or Term Loans, as applicable (but, for the avoidance of doubt, not any other Loans (or tranches) of such Lender that are not proposed to be modified by such Proposed Modification), including all amounts, if any, owing pursuant to Section 2.11, together with accrued and unpaid interest, fees and all other amounts then owing to such Lender so long as in the case of the repayment of Revolving Loans of any Lender pursuant to this paragraph (c), (x) the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 2.13(b) (at which time Annex A-2 or Annex A-3 as applicable, shall be deemed modified to reflect the changed Revolving Commitments), and (y) such Lender’s Pro Rata Share of all outstanding Letters of Credit is Cash Collateralized in a manner satisfactory to Administrative Agent and the respective Issuing Banks. Each prepayment of the Term Loans pursuant to this Section 2.13(c) shall reduce the then remaining scheduled repayments of the Term Loans (including, for the avoidance of doubt, the bullet due at maturity) on a pro rata basis (based upon the then remaining principal amount of each such scheduled repayment of the Term Loans after giving effect to all prior reductions thereto). -92- 105376510Notwithstanding the above, after giving effect to the prepayment of such Revolving Loans or Term Loans, as applicable, the aggregate amount of the undrawn Revolving Commitments then in effect shall exceed $125,000,000. (ii) In the event of the refusal by a Lender to consent to a Proposed Modification with respect to such Lender’s Revolving Commitments, Company shall have the right upon five (5) Business Days’ prior written notice to Administrative Agent (or such shorter period of time agreed to by the Administrative Agent) (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Commitment of such Lender (but not any other Commitments or Loans of such Lender that are not proposed to be modified by such Proposed Modification), so long as (x) all Revolving Loans, together with accrued and unpaid interest, fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 2.18) are repaid concurrently with the effectiveness of such termination (at which time Annex A-2 or Annex A-3 as applicable, shall be deemed modified to reflect such changed amounts)and amounts), (y) the aggregate amount of the undrawn Revolving Commitment after giving effect to such termination shall exceed $125,000,000 and (z) such Lender’s Pro Rata Share of all outstanding Letters of Credit is Cash Collateralized in a manner satisfactory to Administrative Agent and the respective Issuing Banks, and at such time, unless the respective Lender continues to have outstanding Loans or commitments in respect of Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement, which shall survive as to such repaid Lender.

Proposed Modifications. (i) In the event of the refusal by a Lender to consent to a Proposed Modification with respect to such Lender’s Revolving Loans or Term Loans, as applicable, Company may, upon five (5) Business Days’ prior written notice to Administrative Agent (or such shorter period of time agreed to by the Administrative Agent) (which notice Administrative Agent shall promptly transmit to each of the Lenders), repay all such Revolving Loans or Term Loans, as applicable (but, for the avoidance of doubt, not any other Loans (or tranches) of such Lender that are not proposed to be modified by such Proposed Modification), including all amounts, if any, owing pursuant to Section 2.11, together with accrued and unpaid interest, fees and all other amounts then owing to such Lender so long as in the case of the repayment of Revolving Loans of any Lender pursuant to this paragraph (c), (x) the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 2.13(b) (at which time Annex A-2 or Annex A-3 as applicable, shall be deemed modified to reflect the changed Revolving Commitments), and (y) such Lender’s Pro Rata Share of all outstanding Letters of Credit is Cash Collateralized in a manner satisfactory to Administrative Agent and the respective Issuing Banks. Each prepayment of the Term Loans pursuant to this Section 2.13(c) shall reduce the then remaining scheduled repayments of the Term Loans (including, for the avoidance of doubt, the bullet due at maturity) on a pro rata basis (based upon the then remaining principal amount of each such scheduled repayment of the Term Loans after giving effect to all prior reductions thereto). -92- 105376510Notwithstanding the above, after giving effect to the prepayment of such Revolving Loans or Term Loans, as applicable, the aggregate amount of the undrawn Revolving Commitments shall exceed $125,000,000. (ii) In the event of the refusal by a Lender to consent to a Proposed Modification with respect to such Lender’s Revolving Commitments, Company shall have the right upon five (5) Business Days’ prior written notice to Administrative Agent (or such shorter period of time agreed to by the Administrative Agent) (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Commitment of such Lender (but not any other Commitments or Loans of such Lender that are not proposed to be modified by such Proposed Modification), so long as (x) all Revolving Loans, together with accrued and unpaid interest, fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 2.18) are repaid concurrently with the effectiveness of such termination (at which time Annex A-2 or Annex A-3 as applicable, shall be deemed modified to reflect such changed amounts)and amounts), (y) the aggregate amount of the undrawn Revolving Commitment after giving effect to such termination shall exceed $125,000,000 and (z) such Lender’s Pro Rata Share of all outstanding Letters of Credit is Cash Collateralized in a manner satisfactory to Administrative Agent and the respective Issuing Banks, and at such time, unless the respective Lender continues to have outstanding Loans or commitments in respect of Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement, which shall survive as to such repaid Lender.