Common use of Certain Permitted Amendments Clause in Contracts

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.2, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of one or more of the Lenders that are not Accepting Lenders. Additionally, to the extent the Borrower has reduced the Revolving Commitments and/or Term 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 Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereof, the Borrower shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term of the Loans.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Effective Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Loans pursuant to Section 10.13, subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 3.05 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Loans such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Applicable Percentages.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Third Amendment and Restatement Effective Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.211.01, each Permitted Amendment shall only require the consent of the BorrowerLoan Parties, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 11.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments pursuant to Section 11.13, subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 3.05 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders or all Lenders of any Class of Loans to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving and/or Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments and/or Loans pursuant to Section 10.13, subject to the extent payment of applicable amounts pursuant to Section 3.05 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made such Lenders, it may request any other financial institution (with the consent borrowings and repayments of the Administrative AgentCommitted Loans, and the Lenders shall make such consent not adjustments of outstanding Committed Loans between and among them, as shall be necessary to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on effect the terms set forth in such Loan Modification Offer in an amount not to exceed the amount reallocation of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofsuch that, after giving effect thereto, the Borrower Loans shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor or more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.29.08, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, Commitments of one or more of the Lenders that are not Accepting Lenders, and in connection therewith shall repay in full all outstanding Loans, and accrued but unpaid interest and fees (along with any amount owing pursuant to Section 2.18), at such time owing to such terminated Lender, with such termination taking effect, and any related repayment being made, upon the effectiveness of the Permitted Amendment. Additionally, to the extent the Borrower has reduced terminated the Revolving Commitments and/or Term Loans of such Lenders, it may request any other financial institution Eligible Assignee (with the including any required consent of the Administrative AgentAgent and/or the Swingline Lender, 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 Revolving Commitments and Term Loans reduced terminated pursuant to the preceding sentence, provided that each Eligible Assignee (that is not an existing Lender) shall execute an accession agreement to this Agreement. Notwithstanding Upon the effectiveness of any other provision hereofPermitted Amendment and any termination of any Lender’s Commitments (and any related repayment of Loans and unpaid interest and fees) pursuant to this section and any related commitment of an Eligible Assignee with respect to such terminated Commitments, subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, but not more than one time during the term of this Agreement, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor or more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.29.08, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of in full all outstanding Loans to one or more of the Lenders that are not Accepting Lenders, and accrued but unpaid interest and fees (along with any amount owing pursuant to Section 2.18), at such time owing to such Lender, with such repayment being made upon the effectiveness of the Permitted Amendment. Additionally, to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans of such Lenders, it may request any other financial institution Eligible Assignee (with the including any required consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans Loans on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the Revolving Commitments and Term Loans reduced repaid pursuant to the preceding sentence. Notwithstanding any other provision hereof, the Borrower provided that each Eligible Assignee (that is not an existing Lender) shall not be entitled execute an accession agreement to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term of the Loansthis Agreement.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 6 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Loans pursuant to Section 10.13, subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 3.05 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Loans such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Applicable Percentages.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Amendment Effective Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments pursuant to Section 10.13, subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 3.05 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor or more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.29.08, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, Commitments of one or more of the Lenders that are not Accepting Lenders, and in connection therewith shall repay in full all outstanding Loans, and accrued but unpaid interest and fees (along with any amount owing pursuant to Section 2.18), at such time owing to such terminated Lender, with such termination taking effect, and any related repayment being made, upon the effectiveness of the Permitted Amendment. Additionally, to the extent the Borrower has reduced terminated the Revolving Commitments and/or Term Loans of such Lenders, it may request any other financial institution Eligible Assignee (with the including any required consent of the Administrative Agent, the Issuing Bank and/or the Swingline Lender, 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 Revolving Commitments and Term Loans reduced terminated pursuant to the preceding sentence, provided that each Eligible Assignee (that is not an existing Lender) shall execute an accession agreement to this Agreement. Notwithstanding Upon the effectiveness of any other provision hereofPermitted Amendment and any termination of any Lender’s Commitments (and any related repayment of Loans and unpaid interest and fees) pursuant to this section and any related commitment of an Eligible Assignee with respect to such terminated Commitments, subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders or all Lenders of any Class of Loans to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving and/or Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments and/or Loans pursuant to Section 10.13, subject to the extent payment of applicable amounts pursuant to Section 3.05 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made 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 borrowings and repayments of the Revolving Loans, and the Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to effect the reallocation of the Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofsuch that, after giving effect thereto, the Borrower Loans shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments pursuant to Section 10.13, subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 3.05 in connection therewith, the Borrower Company shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Second Restatement Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders or all Lenders of any Class of Loans to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving and/or Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments and/or Loans pursuant to Section 10.13, subject to the extent payment of applicable amounts pursuant to Section 3.05 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made such Lenders, it may request any other financial institution (with the consent borrowings and repayments of the Administrative AgentCommitted Loans, and the Lenders shall make such consent not adjustments of outstanding Committed Loans between and among them, as shall be necessary to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on effect the terms set forth in such Loan Modification Offer in an amount not to exceed the amount reallocation of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofsuch that, after giving effect thereto, the Borrower Loans shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time beginning on the Effective Date, but not more than (x) three times during the term of this Agreement and (y) once during any twelve-month period (in each case, with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective effective. In the event that such notice is given to the Administrative Agent as set forth herein and the Administrative Agent notifies a Lender of the contents thereof, such Lender shall, on or before the day that is fifteen (which shall not be less than 10 Business Days nor more than 30 Business Days after 15) days following the date of such noticenotification, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.2, each Permitted Amendment shall only require the consent of the Borrower, advise the Administrative Agent and those Lenders that accept in writing whether or not such Lender accepts the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”)) and if any Lender fails so to advise the Administrative Agent, such Lender shall be deemed to have not accepted such Loan Modification Offer. Notwithstanding anything to the contrary in Section 9.02, each Permitted Amendment shall only require the consent of the Company, the Administrative Agent and the Accepting Lenders, and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 2.16(b). AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Revolving Commitments pursuant to Section 2.16(b), subject to the extent payment of applicable amounts pursuant to Section 2.13 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made such Lenders, it may request any other financial institution (with the consent borrowings and repayments of the Administrative AgentLoans, and the Lenders shall make such consent not adjustments of outstanding Loans between and among them, as shall be necessary to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on effect the terms set forth in such Loan Modification Offer in an amount not to exceed the amount reallocation of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofsuch that, after giving effect thereto, the Borrower Loans shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Applicable Percentages.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.29.08, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, Commitments of one or more of the Lenders that are not Accepting Lenders, and in connection therewith shall repay in full all outstanding Loans, and accrued but unpaid interest and fees (along with any amount owing pursuant to Section 2.18), at such time owing to such terminated Lender, with such termination taking effect, and any related repayment being made, upon the effectiveness of the Permitted Amendment. Additionally, to the extent the Borrower has reduced terminated the Revolving Commitments and/or Term Loans of such Lenders, it may request any other financial institution Eligible Assignee (with the including any required consent of the Administrative Agent, the Issuing Bank and/or the Swingline Lender, 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 Revolving Commitments and Term Loans reduced terminated pursuant to the preceding sentence. Notwithstanding Upon the effectiveness of any other provision hereofPermitted Amendment and any termination of any Lender’s Revolving Commitments (and any related repayment of Loans and unpaid interest and fees) pursuant to this section and any related commitment of an Eligible Assignee with respect to such terminated Revolving Commitments, subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Revolving Loans, and the Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Revolving Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Revolving Commitments.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Second Amendment and Restatement Effective Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting Lenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. Upon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments pursuant to Section 10.13, subject to the payment of applicable amounts pursuant to Section 3.05 in connection therewith, the Borrower shall be deemed to have made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments. Additionally(b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent 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. 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 Loans and Commitments of the Accepting Lenders, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” or “Tranche” of loans and/or commitments hereunder. Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans of such Lenders, it may request any other financial institution (with the consent of reasonably requested by the Administrative Agent, such consent not to be unreasonably conditionedshall have received legal opinions, delayed or withheld) to provide a commitment to make loans board resolutions, officer’s and secretary’s certificates and other documentation consistent with those delivered on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount Second Amendment and Restatement Effective Date under this Agreement. (c) “Permitted Amendments” means any or all of the Revolving Commitments and Term Loans reduced pursuant following: (i) an extension of the Maturity Date applicable solely to the preceding sentence. Notwithstanding any other provision hereof, the Borrower shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term Loans and/or Commitments of the Loans.Accepting Lenders, (ii) an 50

Certain Permitted Amendments. Notwithstanding anything herein or in any other Credit Document to the contrary: any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent (ai) The Borrower mayto cure any obvious error or any ambiguity, by omission, defect or inconsistency of a technical nature or (ii) to better implement the intentions of this Agreement, so long as (A) such amendment does not adversely affect the rights of any Lender or (B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment; in connection with any transaction permitted by Section 2.23, 2.24 or 2.25, this Agreement and the other Credit Documents may be amended or modified as contemplated by Sections 2.23, 2.24 and 2.25, including to add any covenant applicable to Holdings, the Borrower and/or the other Restricted Subsidiaries (including any Previously Absent Financial Maintenance Covenant) or any other provisions for the benefit of the Lenders; in connection with the incurrence of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent/Ratio Indebtedness, this Agreement and the other Credit Documents may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent from time to time make one add any covenant applicable to Holdings, the Borrower and/or the other Restricted Subsidiaries (including any Previously Absent Financial Maintenance Covenant) or more offers (each, a “Loan Modification Offer”) to all any other provisions for the Lenders to make one or more Permitted Amendments pursuant to procedures reasonably specified by benefit of the Lenders; the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such noticeCollateral Agent may, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.2, each Permitted Amendment shall only require without the consent of any Secured Party, (A) consent to a departure by any Credit Party from any covenant of such Credit Party set forth in this Agreement or any other Credit Document to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” or (B) waive, amend or modify any provision in any Credit Document (other than this Agreement), or consent to a departure by any Credit Party therefrom, to the extent the Administrative Agent or the Collateral Agent determines that such waiver, amendment, modification or consent is necessary in order to eliminate any conflict between such provision and the terms of this Agreement; [reserved]; [reserved]; any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of one or more of the Lenders that are will remain parties hereto after giving effect to such amendment if (A) by the terms of such agreement the Commitments of each Lender not Accepting Lenders. Additionally, consenting to the extent amendment provided for therein shall be reduced to zero upon the Borrower has reduced the Revolving Commitments and/or Term Loans effectiveness of such Lendersamendment and (B) at the time such amendment becomes effective, it may request any other financial institution (with the consent each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; and this Agreement and the other Credit Documents may be amended in the manner provided in the definition of “Permitted Incremental Equivalent/Ratio Indebtedness” and in Sections 1.10, 2.17(a)(ii), 6.14 and 10.24. Each Lender hereby expressly authorizes the Administrative AgentAgent and/or the Collateral Agent to enter into any waiver, such consent not to be unreasonably conditioned, delayed amendment or withheld) to provide a commitment to make loans on other modification of this Agreement and the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereof, the Borrower shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term of the LoansCredit Documents contemplated by this Section 10.5(e).

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginningafter the Effective Date, but not more than five times during the term of this Agreement (and with nomore than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification LoanModification Offer”) to all the Lenders to make one or more Permitted Amendments pursuant to procedures toprocedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. .Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date thedate on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the tothe contrary in Section 10.29.02, each Permitted Amendment shall only require the consent of the Borrower, ,the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such LenderssuchLenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect withrespect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower theBorrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not AcceptingLenders (each, a “Non-Accepting LendersLender”) replace such Non-Accepting Lender pursuant to Section2.16(b). AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-AcceptingLender’s Loans pursuant to Section 2.16(b), subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 applicable amounts pursuant toSection 2.13 in such Loan Modification Offer in an amount not to exceed the amount of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofconnection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings andrepayments of the Loans., and the Lenders shall make such adjustments of outstanding Loans between andamong them, as shall be necessary to effect the reallocation of the Loans such that, after giving effectthereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders)ratably in accordance with their pro rata share of the Loans.58

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Second Amendment and Restatement Effective Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments pursuant to Section 10.13, subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 3.05 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Effective Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, Commitments of one or more of the Lenders that are not Accepting Lenders, and in connection therewith shall repay in full all outstanding Loans, and accrued but unpaid interest and fees (along with any amount owing pursuant to Section 3.05), at such time owing to such terminated Lender, with such termination taking effect, and any related repayment being made, upon the effectiveness of the Permitted Amendment. Additionally, to the extent the Borrower has reduced terminated the Revolving Commitments and/or Term Loans of such Lenders, it may request any other financial institution Eligible Assignee (with the including any required consent of the Administrative Agent, the Issuing Bank and/or the Swingline Lender, 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 Revolving Commitments and Term Loans reduced terminated pursuant to the preceding sentence. Notwithstanding Upon the effectiveness of any other provision hereofPermitted Amendment and any termination of any Lender’s Commitments (and any related repayment of Loans and unpaid interest and fees) pursuant to this section and any related commitment of an Eligible Assignee with respect to such terminated Commitments, subject to the payment of applicable amounts pursuant to Section 3.05 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 6 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Loans pursuant to Section 10.13, subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 3.05 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans., and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Loans such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Applicable Percentages. (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent 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. The Administrative Agent shall promptly notify each Lender as to the effectiveness 29

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Effective Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.29.02, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments (or Class of Loans) of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 2.16(b). AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Loans pursuant to Section 2.16(b), subject to the extent payment of applicable amounts pursuant to Section 2.13 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made such Lenders, it may request any other financial institution (with the consent borrowings and repayments of the Administrative AgentLoans (or Class of Loans), and the Lenders shall make such consent not adjustments of outstanding Loans (or Class of Loans) between and among them, as shall be necessary to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on effect the terms set forth in such Loan Modification Offer in an amount not to exceed the amount reallocation of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereof(or Class of Loans) such that, after giving effect thereto, the Borrower Loans (or Class of Loans) shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Applicable Percentages.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders or all Lenders of any Class of Loans to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving and/or Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments and/or Loans pursuant to Section 10.13, subject to the extent payment of applicable amounts pursuant to Section 3.05 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made such Lenders, it may request any other financial institution (with the consent borrowings and repayments of the Administrative AgentCommitted Loans, and the Lenders shall make such consent not adjustments of outstanding Committed Loans between and among them, as shall be necessary to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on effect the terms set forth in such Loan Modification Offer in an amount not to exceed the amount reallocation of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofsuch that, after giving effect thereto, the Borrower Loans shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders or all Lenders of any Class of Loans to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving and/or 118 Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments and/or Loans pursuant to Section 10.13, subject to the extent payment of applicable amounts pursuant to Section 3.05 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made such Lenders, it may request any other financial institution (with the consent borrowings and repayments of the Administrative AgentCommitted Loans, and the Lenders shall make such consent not adjustments of outstanding Committed Loans between and among them, as shall be necessary to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on effect the terms set forth in such Loan Modification Offer in an amount not to exceed the amount reallocation of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofsuch that, after giving effect thereto, the Borrower Loans shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Effective Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.29.02, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 2.16(b). AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Revolving Commitments pursuant to Section 2.16(b), subject to the extent payment of applicable amounts pursuant to Section 2.13 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made such Lenders, it may request any other financial institution (with the consent borrowings and repayments of the Administrative AgentLoans, and the Lenders shall make such consent not adjustments of outstanding Loans between and among them, as shall be necessary to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on effect the terms set forth in such Loan Modification Offer in an amount not to exceed the amount reallocation of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofsuch that, after giving effect thereto, the Borrower Loans shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Applicable Percentages.

Certain Permitted Amendments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Third Restatement Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders or all Lenders of any Class of Loans to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the BorrowerCompany, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving and/or Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower Company may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments and/or Loans pursuant to Section 10.13, subject to the extent payment of applicable amounts pursuant to Section 3.05 in connection therewith, the Borrower has reduced the Revolving Commitments and/or Term Loans of Company shall be deemed to have made such Lenders, it may request any other financial institution (with the consent borrowings and repayments of the Administrative AgentCommitted Loans, and the Lenders shall make such consent not adjustments of outstanding Committed Loans between and among them, as shall be necessary to be unreasonably conditioned, delayed or withheld) to provide a commitment to make loans on effect the terms set forth in such Loan Modification Offer in an amount not to exceed the amount reallocation of the Revolving Commitments and Term Loans reduced pursuant to the preceding sentence. Notwithstanding any other provision hereofsuch that, after giving effect thereto, the Borrower Loans shall not be entitled to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during held by the term of Lenders (including the LoansEligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) i. The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor or more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 10.29.08, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, Commitments of one or more of the Lenders that are not Accepting Lenders, and in connection therewith shall repay in full all outstanding Loans, and accrued but unpaid interest and fees (along with any amount owing pursuant to Section 2.18), at such time owing to such terminated Lender, with such termination taking effect, and any related repayment being made, upon the effectiveness of the Permitted Amendment. Additionally, to the extent the Borrower has reduced terminated the Revolving Commitments and/or Term Loans of such Lenders, it may request any other financial institution Eligible Assignee (with the including any required consent of the Administrative AgentAgent and/or the Swingline Lender, 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 Revolving Commitments and Term Loans reduced terminated pursuant to the preceding sentence, provided that each Eligible Assignee (that is not an existing Lender) shall execute an accession agreement to this Agreement. Notwithstanding Upon the effectiveness of any other provision hereofPermitted Amendment and any termination of any Lender’s Commitments (and any related repayment of Loans and unpaid interest and fees) pursuant to this section and any related commitment of an Eligible Assignee with respect to such terminated Commitments, subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning on the date that is 18 months after the Closing Date, but not more than three times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.210.01, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 10.13. AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Commitments pursuant to Section 10.13, subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 3.05 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer outstanding at any one time, nor to make more than five Loan Modification Offers during the term made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments.

Certain Permitted Amendments. (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning after the Effective Date, but not more than five times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders 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 (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, in each case, unless otherwise agreed to by the Administrative Agent)effective. Notwithstanding anything to the contrary in Section 10.29.02, each Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted Amendment shall become effective only with respect to the Loans and Revolving Commitments of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, terminate or reduce the aggregate Revolving Commitments, and/or repay or reduce any Term Loans, of with respect to one or more of the Lenders that are not Accepting LendersLenders (each, a “Non-Accepting Lender”) replace such Non-Accepting Lender pursuant to Section 2.16(b). AdditionallyUpon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender’s Loans pursuant to Section 2.16(b), subject to the extent the Borrower has reduced the Revolving Commitments and/or Term Loans payment 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 Revolving Commitments and Term Loans reduced applicable amounts pursuant to the preceding sentence. Notwithstanding any other provision hereofSection 2.13 in connection therewith, the Borrower shall not be entitled deemed to have more than one Loan Modification Offer made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding at any one timeLoans between and among them, nor as shall be necessary to make more than five Loan Modification Offers during effect the term reallocation of the Loans such that, after giving effect thereto, the Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their pro rata share of the Loans.