Common use of Lender Commitment Reduction, Applicable Margin Adjustments and Margin Requirement Changes Clause in Contracts

Lender Commitment Reduction, Applicable Margin Adjustments and Margin Requirement Changes. The Lenders may from time to time, subject to Section 9.13(a), upon 60 days prior written notice (which notice shall specify in detail such actions to be taken) to Borrower and to the Administrative Agent take one or more of the following actions: (i) reduce the Maximum Commitment; (ii) change the Applicable Margin and (iii) change the definition of “Margin Requirement”, “Base Margin Requirement”, “Additional Margin Requirement” or “Portfolio Limitations” (and each of the Annexes referenced therein). If the Lenders reduce the Maximum Commitment in accordance with this Section 2.04, each Lender shall maintain its Commitment during the 60-day period following the date on which the Lenders provided the notice of such reduction (such day, the “Termination Notice Day”) in an amount equal to the least of: (i) the outstanding principal amount of the Loans as of the close of business on the Termination Notice Day, (ii) the average outstanding principal amount of the Loans over the thirty (30) Business Days immediately preceding the Termination Notice Day, (iii) the lowest outstanding principal amount of the Loans as of the close of business on any Business Day following and including the Termination Notice Day, and (iv) the Maximum Commitment (such applicable amount, the “OET Commitment Amount”). Borrower acknowledges and agrees that if on the effective date of such reduction of the Maximum Commitment the aggregate principal amount of the then outstanding Loans exceeds the OET Commitment Amount, then no later than on such effective date Borrower shall repay the principal amount of Loans (together with accrued interest on such repaid principal amount) such that immediately thereafter the aggregate principal amount of Loans outstanding shall not be greater than the OET Commitment Amount.” (c) Section 5.02 of the Credit Agreement is hereby amended (i) by renumbering the existing paragraph as paragraph (a) of such Section and adding the caption “(a) Due Authorization, Non-Contravention.” at the beginning of such new paragraph (a), and (ii) by adding the following paragraph (b) immediately following newly added paragraph (a) thereof:

Lender Commitment Reduction, Applicable Margin Adjustments and Margin Requirement Changes. The Lenders may from time to time, subject to obtaining the written consent from the requisite Lenders as set forth in Section 9.13(a9.13(i)(a) (Amendment or Waiver), but not, for the avoidance of doubt, the consent of the Borrower or the Administrative Agent, upon 60 days twenty-eight (28) days’ prior written notice (which notice shall specify in detail such actions to be taken) to Borrower and to the Administrative Agent take one or more of the following actions: (i) reduce the Maximum Commitment; (ii) change the Applicable Margin and (iii) change the definition of “Margin Requirement”, “Base Margin Requirement”, “Additional Margin Requirement” or “Portfolio Limitations” (and each of the Annexes referenced therein). If the Lenders reduce the Maximum Commitment in accordance with this Section 2.04, each Lender shall maintain its Commitment during the 60twenty-eight (28) day period following the date on which the Lenders provided the notice of such reduction (such day, the “Termination Notice Day”) in an amount equal to the least of the Dollar Equivalent of: (i) the outstanding principal amount of the Loans as of the close of business on the Termination Notice Day, (ii) the average outstanding principal amount of the Loans over the thirty (30) Business Days immediately preceding the Termination Notice Day, (iii) the lowest outstanding principal amount of the Loans as of the close of business on any Business Day following and including the Termination Notice Day, and (iv) the Maximum Commitment (such applicable amount, the “OET Commitment Amount”). Borrower acknowledges and agrees that if on the effective date of such reduction of the Maximum Commitment Commitment, the Dollar Equivalent of the aggregate principal amount of the then outstanding Loans exceeds the OET Commitment Amount, then no later than on such effective date Borrower shall repay the principal amount of Loans (together with accrued interest on such repaid principal amount) such that immediately thereafter the Dollar Equivalent of the aggregate principal amount of Loans outstanding shall not be greater than the OET Commitment Amount.” (c) Section 5.02 of the Credit Agreement is hereby amended (i) by renumbering the existing paragraph as paragraph (a) of such Section and adding the caption “(a) Due Authorization, Non-Contravention.” at the beginning of such new paragraph (a), and (ii) by adding the following paragraph (b) immediately following newly added paragraph (a) thereof:

Lender Commitment Reduction, Applicable Margin Adjustments and Margin Requirement Changes. The Lenders may from time to time, subject to Section 9.13(a), upon 60 days prior written notice (which notice shall specify in detail such actions to be taken) to Borrower and to the Administrative Agent take one or more of the following actions: (i) reduce the Maximum Commitment; (ii) change the Applicable Margin Margin; and (iii) change the definition of “Margin Requirement”, “Base Margin Requirement”, “Additional Margin Requirement” or “Portfolio Limitations” (and each of the Annexes referenced therein). If the Lenders reduce the Maximum Commitment in accordance with this Section 2.04, each Lender shall maintain its Commitment during the 60-day period following the date on which the Lenders provided the notice of such reduction (such day, the “Termination Notice Day”) in an amount equal to the least of: (i) the outstanding principal amount of the Loans as of the close of business on the Termination Notice Day, (ii) the average outstanding principal amount of the Loans over the thirty (30) Business Days immediately preceding the Termination Notice Day, (iii) the lowest outstanding principal amount of the Loans as of the close of business on any Business Day following and including the Termination Notice Day, and (iv) the Maximum Commitment (such applicable amount, the “OET Commitment Amount”). Borrower acknowledges and agrees that if on the effective date of such reduction of the Maximum Commitment the aggregate principal amount of the then outstanding Loans exceeds the OET Commitment Amount, then no later than on such effective date Borrower shall repay the principal amount of Loans (together with accrued interest on such repaid principal amount) such that immediately thereafter the aggregate principal amount of Loans outstanding shall not be greater than the OET Commitment Amount.” (c) Section 5.02 of the Credit Agreement is hereby amended (i) by renumbering the existing paragraph as paragraph (a) of such Section and adding the caption “(a) Due Authorization, Non-Contravention.” at the beginning of such new paragraph (a), and (ii) by adding the following paragraph (b) immediately following newly added paragraph (a) thereof:

Lender Commitment Reduction, Applicable Margin Adjustments and Margin Requirement Changes. The Lenders Tranche A Lender may from time to time, subject to Section 9.13(a), time upon 60 45 days prior written notice (which notice shall specify in detail such actions to be taken) to Borrower and to the Administrative Agent take one or more of the following actions: (i) reduce the Maximum Tranche A Commitment; (ii) change the Applicable Margin and (iii) change the definition of “Margin Requirement”, “Base Margin Requirement”, “Additional Margin Requirement” or “Portfolio Limitations” (and each of the Annexes referenced therein). If Any reduction of the Lenders reduce Tranche A Commitment shall result in an equivalent reduction of the Maximum Commitment in accordance with this Section 2.04, each Lender shall maintain its Commitment during the 60-day period following the date on which the Lenders provided the notice of such reduction (such day, the “Termination Notice Day”) in an amount equal to the least of: (i) the outstanding principal amount of the Loans as of the close of business on the Termination Notice Day, (ii) the average outstanding principal amount of the Loans over the thirty (30) Business Days immediately preceding the Termination Notice Day, (iii) the lowest outstanding principal amount of the Loans as of the close of business on any Business Day following and including the Termination Notice Day, and (iv) the Maximum Commitment (such applicable amount, the “OET Commitment Amount”)Commitment. Borrower acknowledges and agrees that if on the effective date of such reduction of the Maximum Commitment the aggregate principal amount of the then outstanding Loans exceeds the OET Maximum Commitment Amount(taking into account such reduction in the Tranche A Commitment), then no later than on such effective date Borrower shall repay the principal amount of Loans (together with accrued interest on such repaid principal amount) such that immediately thereafter the aggregate principal amount of Loans outstanding shall not be greater than the OET Maximum Commitment Amount(with any such repayment being first applied to Tranche A Loans).” (ce) Section 5.02 3.04(b)(iv) is hereby amended by deleting the phrase “without payment of a Make Whole Fee” contained therein. (f) Section 9.13 is hereby amended by (i) adding the word “and” to the end of subsection (f), (ii) deleting subsection (h) in its entirety and (iii) restating the last proviso thereof to read as follows: “provided further, that, in the event of any amendment to increase the Aggregate Commitment the Administrative Agent shall first give DBNY the opportunity to determine whether to increase its Commitment and if so, the amount of such increase (up to the full amount of the increase in the Aggregate Commitment).” (g) The following definitions are hereby added to Annex I to the Credit Agreement is hereby amended (i) by renumbering in the existing paragraph as paragraph (a) of such Section and adding the caption “(a) Due Authorization, Non-Contravention.” at the beginning of such new paragraph (a), and (ii) by adding the following paragraph (b) immediately following newly added paragraph (a) thereofapplicable alphabetical location:

Lender Commitment Reduction, Applicable Margin Adjustments and Margin Requirement Changes. The Lenders may from time to time, subject to Section 9.13(a), upon 60 days prior written notice (which notice shall specify in detail such actions to be taken) to Borrower and to the Administrative Agent take one or more of the following actions: (i) reduce the Maximum Commitment; (ii) change the Applicable Margin and (iii) change the definition of “Margin Requirement”, “Base Margin Requirement”, “Additional Margin Requirement” or “Portfolio Limitations” (and each of the Annexes referenced therein). If the Lenders reduce the Maximum Commitment in accordance with this Section 2.04, each Lender shall maintain its Commitment during the 60-day period following the date on which the Lenders provided the notice of such reduction (such day, the “Termination Notice Day”) in an amount equal to the least of: (i) the outstanding principal amount of the Loans as of the close of business on the Termination Notice Day, (ii) the average outstanding principal amount of the Loans over the thirty (30) Business Days immediately preceding the Termination Notice Day, (iii) the lowest outstanding principal amount of the Loans as of the close of business on any Business Day following and including the Termination Notice Day, and (iv) the Maximum Commitment (such applicable amount, the “OET Commitment Amount”). Borrower acknowledges and agrees that if on the effective date of such reduction of the Maximum Commitment the aggregate principal amount of the then outstanding Loans exceeds the OET Commitment Amount, then no later than on such effective date Borrower shall repay the principal amount of Loans (together with accrued interest on such repaid principal amount) such that immediately thereafter the aggregate principal amount of Loans outstanding shall not be greater than the OET Commitment Amount.” (c) Section 5.02 of the Credit Agreement is hereby amended (i) by renumbering the existing paragraph as paragraph (a) of such Section and adding the caption “(a) Due Authorization, Non-Contravention.” at the beginning of such new paragraph (a), and (ii) by adding the following paragraph (b) immediately following newly added paragraph (a) thereof: