Common use of Amendments; Adjustments Clause in Contracts

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) without the consent of each Lender party hereto: (a) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (b) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation Package,” “Equity Commitment Letter,” “Cure Time,” “Extended Cure Time,” “LTV Ratio” or “Relevant Cure Time,” or increase the LTV Initial Level, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein);

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrowereach Borrower (and, if a party thereto, each General Partner) and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) , without the consent of each Lender party hereto: (a) waive any condition set forth in Section 4.01; (b) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to the Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation PackageAcceptable Collateral,” “Equity Commitment LetterAcceptable Letter of Credit Issuer,” “Collateral Shortfall,” “Cure Time,” “Extended Cure TimeEligible Letter of Credit,” “Facility Adjustment Event,” “LTV Ratio,” “Mandatory Prepayment Event” or “Relevant Cure Time,Potential Facility Adjustment Event” or increase the LTV Initial Level, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein), or increase the LTV Maintenance Level, the LTV Margin Call Level or the LTV Cash Collateral Release Level;

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, Borrower and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) , without the consent of each Lender party hereto: (a) waive any condition set forth in Section 4.01; (b) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to the Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation PackageAcceptable Collateral,” “Equity Commitment LetterCollateral Shortfall,” “Cure Time,” “Extended Cure TimeFacility Adjustment Event,” “LTV Ratio,” “Mandatory Prepayment Event” or “Relevant Cure Time,Potential Facility Adjustment Event” or increase the LTV Initial Level, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein), or increase the LTV Maintenance Level, the LTV Margin Call Level, the LTV Collateral Release Level;

Amendments; Adjustments. Neither this Agreement nor This Agreement, any of the other Margin Loan Documentation nor Documentation, the Cure Notice, or any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (ia) without the consent of each Lender party hereto: (ai) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any LenderLender (except as set forth in Section 2.12); (bii) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (ciii) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (div) modify the second second, third or sixth seventh paragraph of the Fund Representation Letter, or terminate, or release any the Fund Entity from its obligations under, the Fund Representation Letter; (ev) change the definition of “Capital Call Confirmation Package,” “Cure Time,” “Equity Commitment Letter,” “Cure Time,” “Extended Cure Time,” “LTV Ratio” or “Relevant Cure Time,” or increase the LTV Initial Level, the LTV Maintenance Level or Level, the LTV Margin Call Level, or the LTV Release Level (or, in each case, any defined term used therein);

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (ia) without the consent of each Lender party hereto: (ai) waive any condition set forth in ARTICLE 4; (ii) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (biii) postpone any date on which any payment of principal, interest, fees or other amounts due to the Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (iv) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (ev) change the definition of “Acceptable Collateral,” “Acceptable Letter of Credit Issuer,” “Capital Call Confirmation Package,” “Collateral Shortfall,” “Cure Time,” “Eligible Letter of Credit,” “Equity Commitment Letter,” “Cure Time,” “Extended Cure Time,” “Facility Adjustment Event,” “LTV Ratio,” or “Mandatory Prepayment Event,” “Relevant Cure Time,” or increase the LTV Initial Level, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein)Level;

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and BorrowerBorrowers, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) , without the consent of each Lender party hereto: (a) waive any condition set forth in ARTICLE 4; (b) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to the Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation PackageAcceptable Collateral,” “Equity Commitment LetterAcceptable Letter of Credit Issuer,” “Collateral Shortfall,” “Cure Time,” “Extended Cure TimeEligible Letter of Credit,” “Facility Adjustment Event,” “LTV Ratio,” or “Relevant Cure TimeMandatory Prepayment Date,” “Mandatory Prepayment Event,” “Potential Facility Adjustment Event,” or increase the LTV Initial Level, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein)Level;

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) , without the consent of each Lender party hereto: (a) waive any condition set forth in ARTICLE 4 (including for purposes of the last sentence of Section 2.01(b)(ii)); (b) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to the Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Acceptable Collateral,” “Acceptable Letter of Credit Issuer,” “Borrowing Confirmation”, “Borrowing Extended Cure Time,” “Capital Call Confirmation Package,” “Capital Call Extended Cure Time,” “Collateral Shortfall,” “Cure Time,” “Eligible Letter of Credit,” “Equity Commitment Letter,” “Cure Time,” “Extended Cure TimeFacility Adjustment Event,” “LTV Ratio,” “Mandatory Prepayment Date,” “Mandatory Prepayment Event,” “Potential Facility Adjustment Event” or “Relevant Cure Time,” or increase the Initial LTV Initial Level, the LTV Collateral Release Level, the LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein)Level;

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and BorrowerBorrower (and, if a party thereto, Sponsors) and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) , without the consent of each Lender party heretohereto affected thereby: (a) waive any condition set forth in Article 4; (b) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation PackageAcceptable Collateral,” “Equity Commitment LetterAcceptable Letter of Credit Issuer”, “Collateral Shortfall,” “Cure Time,” “Eligible Letter of Credit,” “Extended Cure Time,” “Facility Adjustment Event,” “Initial LTV Ratio,” “Issuer Event,” “LTV Ratio” or “Relevant Cure Time,Mandatory Prepayment Event” or increase the LTV Initial Level, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein), or increase the Initial LTV Ratio, the LTV Reset Level or the LTV Margin Call Level;

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) , without the consent of each Lender party hereto: (a) waive any condition set forth in Article 4; (b) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to the Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation Package40-Day ADTV,” “Equity Commitment LetterAcceptable Chinese Letter of Credit Issuer,” “Acceptable Collateral,” “Acceptable Letter of Credit Issuer,” “Borrower Change of Control,” “Collateral Value Adjustment Factor,” “Cure Time,” “Extended Cure TimeDelisting,” “Drawdown End Date,” “Eligible Letters of Credit,” “Eligible Chinese Letter of Credit,” “Eligible Non-Chinese Letter of Credit,” “Existing Transfer Restrictions,” “Extraordinary Distribution,” “Facility Adjustment Event,” “Free Float,” “Independent Director Matters,” “Insolvency Event,” “Issuer Change of Control,” “Issuer Trading Suspension,” “LTPP Ratio,” “LTV Ratio,” “Mandatory Prepayment Amount,” “Mandatory Prepayment Event,” “Market Disruption Event,” “Merger Event,” “Non-Consenting Lender,” “Ordinary Cash Dividend,” “Other Acceptable Collateral,” “Permitted Loan Transaction,” “Permitted Sale Transaction,” “Permitted Tender Offer Transaction,” “PIK Interest Conditions,” “Potential Facility Adjustment Event,” “Prepayment Fee End Date,” “Reference Price,” “Required Lenders,” “Restricted Transactions,” “Separateness Provisions,” “Share Collateral Value,” “Share Segregation Condition,” “Stock Price Trigger Event,” “Tender Offer,” or “Relevant Cure Time,Transfer Restrictions” or increase the LTV Initial Level, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein), or increase the LTV Reset Level, the LTV Margin Call Level or the LTV Margin Release Level;

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, the applicable Loan Party and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) , without the consent of each Lender party heretohereto affected thereby: (a) waive any condition set forth in Article 4; (b) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation PackageAcceptable Collateral,” “Equity Commitment LetterCollateral Shortfall,” “Cure Time,” “Extended Cure TimeFacility Adjustment Event,” “Initial LTV Ratio,” “Issuer Event,” “LTV Ratio” or “Relevant Cure Time,Mandatory Prepayment Event” or increase the LTV Initial Level, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein), or increase the Initial LTV Ratio, the LTV Reset Level or the LTV Margin Call Level;

Amendments; Adjustments. Neither Subject to Section 2.17 above, neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) shall directly, without the consent of each Lender party heretodirectly and adversely affected thereby: (a) waive any condition set forth in Article 4; (b) extend or increase the Commitment of any such Lender or reinstate the terminated Commitment of any such Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to any such Lender or any Agent is required to be made hereunder or under any other Margin Loan Documentation or the due date for other amounts due such Lender; provided that any individual Lender may extend the Scheduled Maturity Date of such Lender’s Advances as set forth below; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify , including, without limitation, any amendment to the definition of following defined terms: “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation PackageNet PIK Amount,” “Equity Commitment Letter,” Total Accrued Loan Amount”, “Cure Time,” Total Loan Principal Amount”, “Extended Cure Time,” Net Obligations”, “LTV Ratio” or PIK Interest”, “Relevant Cure Time,” or increase the LTV Initial LevelPIK Interest Conditions”, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein)and “PIK Interest Election Notice”;

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) , directly or indirectly, without the consent of each Lender party hereto: (a) waive any condition set forth in Article 4; (b) extend or increase the Commitment of (or any Lender portion thereof) or reinstate the terminated Commitment of (or any Lenderportion thereof); (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to the Lenders or Agents is required to be made hereunder or under any other Margin Loan Documentation; (d) change the principal amount of, or the rate at which interest accrues on, the AdvancesAdvance, or any fees payable hereunder; (ce) change the definition of “Acceptable Collateral,” “Acceptable Letter of Credit Issuer,” “Collateral Shortfall,” “Eligible Letter of Credit,” “Facility Adjustment Event,” “LTV Ratio,” “Make-Whole Amount” or “Mandatory Prepayment Event” (or, in each case, any defined term used therein), or increase the LTV Reset Level, the LTV Margin Call Level, the LTV Release Level or the Maximum Initial LTV Level; (f) permit the assignment or transfer by Borrower of any of its rights and obligations under any Margin Loan Documentation; (g) permit the release of any Collateral other than in accordance with the Margin Loan Documentation; (h) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is or Eligible Letters of Credit are allocated, ratably among the Lenders; (di) modify the second Section 2.06 (other than clause (a) thereof), Section 2.13, Section 2.15, Section 5.11, Section 5.12, Section 6.01, Section 6.02, Section 6.07, Section 6.11, Section 6.15, Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(f), Section 7.01(h), Section 7.02(a), Section 7.02(e) or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation LetterSection 7.02(f); (ej) change modify this Section 9.01 or any other provision herein that expressly requires the consent of all Lenders or Required Lenders for any matter or the definition of “Capital Call Confirmation Package,” “Equity Commitment Letter,” “Cure Time,” “Extended Cure Time,” “LTV Ratio” Required Lenders; or (k) materially impair or “Relevant Cure Time,” diminish, or increase circumvent, any term or provision specified above (including, without limitation, by modifying any defined term used therein or any provision referenced therein); provided, further, that (i) the LTV Initial Levelprovisions set forth in Article 8 shall not be waived, LTV Maintenance Level amended, modified or supplemented, nor any consent granted to any deviation thereto, without the LTV consent of each Agent affected thereby and (ii) neither Section 2.07 nor Section 2.08 shall be amended or waived in a way that adversely affects any Lender without such Lender’s consent. Notwithstanding the foregoing, each Lender agrees with each other Lender and with Borrower that no amendment, termination or supplement shall be made to any Security Agreement or Account Control Agreement, and no new Margin Call Level Loan Documentation shall be entered into with any Lender (orsubject, for the avoidance of doubt, to Section 2.13), unless a substantially identical amendment, termination or supplement is made to each other Security Agreement or Account Control Agreement, or substantially identical Margin Loan Documentation is entered into with each other Lender, as the case may be. Notwithstanding anything to the contrary herein, upon the occurrence of any Facility Adjustment Event, Calculation Agent shall (a) adjust one or more of the terms or provisions of the Facility as Calculation Agent determines necessary to account for the effect of the Facility Adjustment Event on the Facility (unless Calculation Agent determines that no such adjustment is necessary), and (b) determine the effective time of the adjustment (and may take into account, to the extent applicable to such Facility Adjustment Event, among other factors, volatility, correlation, liquidity and free float of the Shares or any other Collateral and Transfer Restrictions and Restrictive Conditions, in each case, relative to the Shares or, if applicable, any defined term used thereinother Collateral prior to giving effect to the relevant event, and legal and regulatory factors, including regulatory capital considerations relevant to Lenders);. Within two (2) Business Days following the later of (x) the date of occurrence of any Facility Adjustment Event and (y) the date on which all information material to a reasonable determination (as determined by the Calculation Agent) of the relevant adjustment under this Section 9.01 in respect of such Facility Adjustment Event, as determined by Calculation Agent, is available to Calculation Agent, Calculation Agent shall notify each Lender of the adjustments to the terms or provisions of the Facility that it proposes to make in respect thereof (a “Proposed Adjustment Notice”), and the proposed effective time therefor (or its determination that no such adjustment is necessary). If, within three (3) Business Days of receiving such Proposed Adjustment Notice, the Required Lenders notify Calculation Agent in writing that they disagree with such proposed adjustments or effective time (or Calculation Agent’s determination that no such adjustment is necessary), and include in such notice an alternative set of adjustments (or determination that no such adjustment is necessary) that the Required Lenders propose to make in respect of such Facility Adjustment Event that comply with the provisions set forth in Section 9.18 (which shall apply for this purpose as if Lenders sending such notice were Calculation Agent), and, if applicable, a proposed effective time therefor (which effective time shall be no earlier than the time of such determination), then Calculation Agent shall notify Borrower that such alternative adjustments apply as of such effective time. Except with the consent or at the direction of the Required Lenders, Calculation Agent shall not make any adjustment in respect of a Facility Adjustment Event or notify Borrower of its determination that no such adjustment is necessary prior to the earlier of (i) the fifth (5th) Business Day following the later of the date of occurrence thereof and the date on which all information material to a reasonable determination (as determined by the Calculation Agent) of the relevant adjustment under this Section 9.01 in respect of such Facility Adjustment Event, as reasonably determined by Calculation Agent, is reasonably available to Calculation Agent and (ii) its receipt of notice from the Required Lenders of any alternative adjustments (and a proposed effective time therefor) or that they agree with Calculation Agent’s proposed adjustments (and the effective time therefor) or determination that no such adjustment is necessary. Notwithstanding the foregoing, Calculation Agent may make adjustments (or determine that no adjustment would produce a commercially reasonable result or that no adjustment is necessary) in respect of a Facility Adjustment Event if a Collateral Shortfall shall have occurred during the Adjustment Determination Period in respect of such Facility Adjustment Event (it being understood that notice of such adjustment is not a Proposed Adjustment Notice), and, notwithstanding Section 2.06(c)(i), immediately after making such adjustment (or determining that no adjustment would produce a commercially reasonable result or that no adjustment is necessary), such Adjustment Determination Period shall be deemed ended and, if a Collateral Shortfall is occurring on such date, Administrative Agent (or a Lender if Administrative Agent does not deliver a Collateral Call Notice by 6:00 p.m.) may deliver a Collateral Call Notice on such date in respect of such Collateral Shortfall. Any such adjustments pursuant to this paragraph shall be binding on all parties to the Margin Loan Documentation and all such parties shall enter into such documentation required or reasonably requested by Calculation Agent to reflect such adjustments.

Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that no such amendment, waiver, modification, supplement or consent shall: (i) shall directly, without the consent of each Lender party heretodirectly and adversely affected thereby: (a) waive any condition set forth in Article 4; (b) extend or increase the Commitment of any such Lender or reinstate the terminated Commitment of any such Lender; (bc) postpone any date on which any payment of principal, interest, fees or other amounts due to any such Lender or any Agent is required to be made hereunder or under any other Margin Loan Documentation or the due date for other amounts due such Lender; provided that any individual Lender may extend the Scheduled Maturity Date of such Lender’s Advances as set forth below; (d) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder; (c) modify , including, without limitation, any amendment to the definition of following defined terms: “Applicable Percentage” or “Pro Rata Basis” or Section 2.12 or 2.14, or otherwise affect the manner in which payments are shared, or Collateral is allocated, ratably among the Lenders; (d) modify the second or sixth paragraph of the Fund Representation Letter, or terminate, or release any Fund Entity from its obligations under, the Fund Representation Letter; (e) change the definition of “Capital Call Confirmation PackageNet PIK Amount,” “Equity Commitment Letter,” Total Accrued Loan Amount”, “Cure Time,” Total Loan Principal Amount”, “Extended Cure Time,” Net Obligations”, “LTV Ratio” or PIK Interest”, “Relevant Cure Time,” or increase the LTV Initial LevelPIK Interest Conditions”, LTV Maintenance Level or the LTV Margin Call Level (or, in each case, any defined term used therein)and “PIK Interest Election Notice”;