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 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 Prior to the contrary Closing, amendments to the provisions of this Agreement may be made by mutual agreement of the Delaware Trustee, the Trustee and Trustors, jointly, and no party shall have liability to any Trust Unitholder for any amendment, including any amendment that increases or decreases any right, benefit or liability of any present or future Trust Unitholder. After the Closing, the Delaware Trustee and the Trustee may, jointly, from time to time supplement or amend this Agreement or the Conveyance without the approval of Trust Unitholders in order to cure any ambiguity, to correct or supplement any provision contained hereinherein or therein which may be defective or inconsistent with any other provisions herein or therein, Loan Modification Offers to grant any benefit to all of the Trust Unitholders, or to change the name of the Trust, provided 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 (d), regardless Section 12.05 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. Additionally, the Trustee may, from time to time supplement or amend the Registration Rights Agreement or the Administrative Services Agreement without the approval of Trust Unitholders provided that such supplement or amendment would not increase the costs or expenses of the Trust or adversely affect the economic interests of the Trust Unitholders. The Trustee and the Delaware Trustee, subject to the provisions of Sections 6.01 and 6.07 are entitled to, and may rely upon, a written opinion of counsel as conclusive evidence that any amendment or supplement pursuant to the immediately preceding sentence complies with the provisions of this Section 13.710.02. 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 All other permitted amendments to the portions provisions of this Agreement, the Conveyance, the Registration Rights Agreement or the Administrative Services Agreement may be made only by a vote of the Loan Trust Unitholders of record holding a majority of the then outstanding Trust Units at a meeting held by in accordance with the Lenders requirements of Article VIII. No amendment that accept increases the applicable Loan Modification Offer (such Lendersobligations, duties or liabilities or affects the rights of the Delaware Trustee, the “Accepting Lenders”). The Borrower and each Accepting Lender Trustee or any Entity serving in any such capacity shall execute and deliver to be effective without 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 express written approval 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 trustee 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 AmendmentsEntity.

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) 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). The Borrower and , in each Accepting Lender shall execute and deliver 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 a loan modification agreement to be equal to the sum of (a “Loan Modification Agreement”x) and such other documentation as the Administrative Agent shall reasonably specify Adjusted LIBO Rate plus the Applicable Margin applicable to evidence the acceptance of the Permitted Amendments Amendment Loans and/or Commitments and (y) if the terms and conditions thereof. In connection with any Loan Modification Offer, Permitted Amendment Loans and/or Commitments are initially made at a discount or the Lenders making the same receive a 163 fee directly or indirectly from 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 Subsidiary for doing so (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 such discount or fee, expressed 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 a percentage of the Permitted Amendment evidenced thereby and only with respect Loans and/or Commitments, being referred to herein as 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 Discount”), such Permitted Amendment Discount, divided by the final 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 portion amount of such excess above 25 basis points being referred to herein as 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 Amendment Yield Differential”) 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 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 provision establishing a minimum rate)leveraged-based pricing grid, premium, fees or other amount with respect appropriate increases to the portion other Applicable Margins for such Class of Term Loans, as applicable, consistent with the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan)foregoing, (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 Amendmentsmade).

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 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). The Borrower and , in each Accepting Lender shall execute and deliver 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 a loan modification agreement to be equal to the sum of (a “Loan Modification Agreement”x) and such other documentation as the Administrative Agent shall reasonably specify Adjusted LIBO Rate plus the Applicable Margin applicable to evidence the acceptance of the Permitted Amendments Amendment Loans and/or Commitments and (y) if the terms and conditions thereof. In connection with any Loan Modification Offer, 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 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 Subsidiary for doing so (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 such discount or fee, expressed 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 a percentage of the Permitted Amendment evidenced thereby and only with respect Loans and/or 150 Commitments, being referred to herein as 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 Discount”), such Permitted Amendment Discount, divided by the final 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 portion amount of such excess above 25 basis points being referred to herein as 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 Amendment Yield Differential”) 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 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 provision establishing a minimum rate)leveraged-based pricing grid, premium, fees or other amount with respect appropriate increases to the portion other Applicable Margins for such Class of Term Loans, New Term Loans or Refinancing Term Loans, as applicable, consistent with the Loan of the Accepting Lenders (in each case effective after the scheduled maturity of the Loan)foregoing, (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 Amendmentsmade).

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 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 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 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 (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. The Borrower may make one or more offers “Tranche B Revolving Maturity Date” (eacheach such request, a “Loan Modification OfferTranche B Extension Request”) to all the Lenders to make one or more Permitted Amendments (as defined below). Permitted Amendments Such notice shall become effective only with respect 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 portions date of the Loan held by the such notice). Only those Tranche B Revolving Lenders that accept the applicable Loan Modification Offer consent to such Tranche B Extension Request (such Lenders, 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 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 Tranche B Extension Request 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 AgreementTranche B Extension Request. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification AgreementTranche B Extension Request, 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 Tranche B Extension Request with respect to the foregoing Permitted AmendmentsTranche 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.

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