Common use of Loan Modifications Clause in Contracts

Loan Modifications. (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 Lenders of one or more Classes of Loans and/or Commitments (each Class and/or Commitment subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments (as defined in paragraph (c) below) 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, unless otherwise agreed by the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of the applicable Affected Class. (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (each, 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 by such Loan Modification Agreement and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class (including any amendments necessary to treat the Loans of the Accepting Lenders of the Affected Class as a class of Loans). Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions, officer’s certificates and other documentation reasonably requested by it consistent with those delivered on the Closing Date.

Loan Modifications. (a) The Borrower may, by written notice 1.6.1 Notwithstanding anything to the Administrative Agent from time contrary in this Agreement, subject to timethe terms of this Section 1.6, make one or more offers (each, a “Loan Modification Offer”) the Borrower Representative may offer to all Lenders of one or more Classes of Loans and/or Commitments Revolver Commitment (each Class and/or Revolver Commitment subject to such a Loan Modification OfferOffer (as defined below), an “Affected Class”) to make one or more Permitted Amendments (as defined in paragraph (c) belowSection 1.6.7) pursuant to procedures reasonably specified by a written offer (each, a “Loan Modification Offer”), in each case, on a Pro Rata basis (based on the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions aggregate outstanding principal amount of the requested Permitted Amendment respective outstanding Loans and (iiunfunded Revolver Commitments) and on the date on which same terms to each such Permitted Amendment is requested Lender; provided, however, the Borrower Representative shall only be permitted to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after make a Loan Modification Offer once during each six month period. Subject to Sections 1.6.2 and 1.6.3, the date of such notice, unless otherwise agreed by the Administrative Agent). Permitted Amendments Loan Modification Offer shall become effective only and binding upon each Lender that accepts the Loan Modification Offer with respect to the all or any portion of such ▇▇▇▇▇▇’s Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer and/or Revolver Commitment (such Lenders, the “Accepting Lenders”) andin accordance with its terms regardless of whether or not other Lenders accept the Loan Modification Offer. In connection with the Loan Modification Offer, each Lender, acting in its sole and individual discretion, wishing to participate in the case of any Accepting Lender, only Loan Modification Offer with respect to all or any portion of such Lender’s Loans and/or Revolver Commitment shall, prior to the date (the “Modification Notice Date”) that is ten (10) Business Days after delivery of such notice by Administrative Agent to such Lender (or such shorter period as Administrative Agent and Commitments Borrower Representative shall mutually agree), provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to the Loan Modification Offer by the Modification Notice Date shall be deemed to have rejected such Loan Modification Offer. Administrative Agent shall promptly notify the Borrower Representative of each Lender’s determination under this Section. The election of any Lender to agree to the Loan Modification Offer shall not obligate any other Lender to so agree. After giving effect to the Loan Modification Offer, the Revolver Commitment so modified shall cease to be a part of the applicable Affected ClassClass it was a part of immediately prior to the Loan Modification Offer and shall be a new Class hereunder. (b) 1.6.2 The Borrower Representative shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Loan Modification Offer with, and add as “Lenders” under this Agreement in place thereof, one or more replacement Lenders as provided in Section 12.9.3; provided, that each Accepting of such replacement Lenders shall enter into an Assignment and Acceptance Agreement pursuant to which such replacement Lender shall, effective as of the closing date of the Loan Modification Agreement (as defined in Section 1.6.5), undertake the Revolver Commitment of such replaced Lender (and, if any such replacement Lender is already a Lender, its Revolver Commitment shall execute be in addition to such ▇▇▇▇▇▇’s Revolver Commitment hereunder on such date). 1.6.3 The Loan Modification Agreement shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any offering document in respect of the Loan Modification Offer is delivered to the Lenders and at the time of closing of the Loan Modification Agreement; (ii) except as to interest rates, commitment fees, and final maturity, the Revolver Commitment of any Lender extended pursuant to the Loan Modification Agreement (the “Extended Commitment”), and the related outstandings, shall be a Revolver Commitment (or related outstandings, as the case may be) with the same terms as the original Revolver Commitments (and related outstandings); provided, that at no time shall there be more than three (3) Classes of Extended Commitments outstanding; provided further, subject to the provisions of Sections 1.1.2 and 1.3 to the extent dealing with Agent Advances and Letters of Credit which mature or expire after the last day of the Original Initial Revolver Term, all Agent Advances and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Initial Revolver Commitments and/or Extended Commitments with respect to Initial Revolver Commitments (and except as provided in Sections 1.1.2 and 1.3, without giving effect to changes thereto during the Original Initial Revolver Term with respect to Agent Advances and Letters of Credit theretofore incurred or issued) and all borrowings under the Revolver Commitment and repayments thereunder shall be made on a Pro Rata basis (except for (x) payments of interest and fees at different rates on Extended Commitments (and related outstandings) and (y) repayments required at the end of the Original Initial Revolver Term, as applicable, of any Revolver Commitment); (iii) if the aggregate principal amount of the Revolver Commitment in respect of which Lenders shall have accepted the Loan Modification Offer shall exceed the maximum aggregate principal amount of Revolver Commitments offered to be extended by the Lenders pursuant to the Loan Modification Offer, then the Revolver Commitment of such Lenders shall be extended on a Pro Rata basis up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Loan Modification Offer; (iv) all documentation in respect of the Loan Modification Agreement shall be consistent with the foregoing, and all written communications by the Borrower Representative generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (v) the Loan Modification Agreement shall not become effective unless, on the proposed effective date of the Loan Modification Agreement, (x) each Obligor shall deliver to the Administrative Agent a loan modification agreement certificate of each Obligor certified by the Secretary, Assistant Secretary, or other appropriate officer of such Obligor dated the applicable date of the Loan Modification Agreement and attaching the resolutions adopted by such Obligor approving or consenting to such Loan Modification Agreement and (y) the conditions set forth in Section 10.2 shall be satisfied (with all references in such Section to any credit extension being deemed to be references to the Loan Modification Agreement on the applicable closing date of the Loan Modification Agreement) and Administrative Agent shall have received a certificate to that effect dated the applicable date of the Loan Modification Agreement and executed by an officer of the Borrower Representative. 1.6.4 With respect to the Loan Modification Agreement consummated by the Borrowers pursuant to this Section 1.6, (i) the Loan Modification Agreement shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4.1, (ii) if the amount extended is less than the maximum amount of the Letters of Credit set forth in Section 1.3, the maximum amount of the Letters of Credit shall be reduced upon the date that is five (5) Business Days prior to the end of the Original Initial Revolver Term (to the extent needed so that maximum amount of the Letters of Credit does not exceed the aggregate Initial Revolver Commitments which would be in effect after the Original Initial Revolver Term), and, if applicable, the Borrowers shall provide cash collateral for obligations under any issued Letters of Credit in an amount equal to 103% of the greatest amount for which such Letter of Credit may be drawn; provided, however, such amount shall not be less than the total amount of anticipated fees and expenses through the expiration date of such Letter of Credit and (iii) if the amount extended is less than the maximum amount of Agent Advances, the maximum amount of Agent Advances shall be reduced upon the date that is five (5) Business Days prior to the end of the Original Initial Revolver Term (to the extent needed so that the maximum amount of the Agent Advances does not exceed the aggregate Initial Revolver Commitments which would be in effect after the Original Initial Revolver Term), and, if applicable, the Borrowers shall prepay any outstanding Agent Advances. Administrative Agent and the Lenders hereby consent to the Loan Modification Agreement and the other transactions contemplated by this Section 1.6 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Commitments on the terms as may be set forth in the Loan Modification Offer) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit the Loan Modification Agreement or any other transaction contemplated by this Section 1.6, provided that such consent shall not be deemed to be an acceptance of the Loan Modification Offer. 1.6.5 The Lenders hereby irrevocably authorize Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (each, a “Loan Modification Agreement”) with Borrowers as may be necessary in order establish new Classes of Loans in respect of the Revolver Commitment so extended and such other documentation technical amendments as may be necessary in connection with the Administrative Agent shall reasonably specify to evidence establishment of such new Classes of Loans, in each case on terms consistent with this Section 1.6. 1.6.6 In connection with 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 the Borrower Representative shall provide Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be deemed amended agreed by Administrative Agent) prior written notice thereof, and shall agree to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced by such Loan Modification Agreement and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class (including any amendments necessary to treat the Loans of the Accepting Lenders of the Affected Class procedures, if any, as a class of Loans). Notwithstanding the foregoingmay be reasonably established by, no Permitted Amendment shall become effective unless the or reasonably acceptable to, Administrative Agent, in each case to accomplish the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions, officer’s certificates and other documentation reasonably requested by it consistent with those delivered on the Closing Datepurposes of this Section 1.6.

Loan Modifications. (a) The Borrower Borrowers 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 of one or more Classes of Loans and/or Commitments under the Facility (each Class and/or Commitment of the Term B Facility or New Term Loan Facility subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments (as defined in paragraph (c) belowof this Section 2.15) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Such notice Loan Modification Offer 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 ten (10) Business Days nor more than 30 thirty (30) Business Days after the date of such notice, unless otherwise agreed by the Administrative AgentLoan Modification Offer). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of the applicable Affected Class). (b) The Borrower Borrowers and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (each, a “Loan Modification Agreement”) 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 by such Loan Modification Agreement thereby and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class (including any amendments necessary to treat the Loans of the Accepting Lenders of the Affected Class as a class of Loans)Class. Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent it reasonably requested by the Administrative Agentrequests, shall have received legal opinions, board resolutions, officer’s resolutions and other customary closing certificates and other documentation reasonably requested by it consistent with those delivered on the Closing DateDate under Section 4.01 hereof.

Loan Modifications. (a) The Notwithstanding anything to the contrary herein, 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 of the Lenders of one or more Classes of Loans and/or Commitments (each Class and/or Commitment subject to such a Loan Modification Offer, an “Affected Class”) the applicable Series to make one or more Permitted Amendments amendments or modifications to (A) allow the maturity and scheduled amortization, if applicable, of the Loans of the Accepting Lenders (as defined in paragraph below) to be extended and (cB) belowincrease the Applicable Rate (or similar interest rate spread) payable with respect to the Loans of the Accepting Lenders (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (ix) the terms and conditions of the requested Permitted Amendment and (iiy) 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, unless otherwise agreed by the Administrative Agent)effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of the applicable Affected Class. (b) as to which such Lender’s acceptance has been made. The Borrower Borrower, each Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification an agreement containing the terms of the Permitted Amendments (each, 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 by such Loan Modification Agreement thereby and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class (including any amendments necessary as to treat the Loans of the Accepting Lenders of the Affected Class as a class of Loans). Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions, officer’s certificates and other documentation reasonably requested by it consistent with those delivered on the Closing Datewhich such Lenders’ acceptance has been made.

Loan Modifications. (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 Lenders of one or more Classes of Loans and/or Commitments (each Class and/or Commitment subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments (as defined in paragraph (c) below) 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, unless otherwise agreed by the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of the applicable Affected ClassClass as to which such Lender’s acceptance has been made. (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (each, 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 by such Loan Modification Agreement thereby and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class (including any amendments necessary to treat the Loans of the Accepting Lenders of the Affected Class as a class new “Class” of LoansLoans hereunder). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, Agent shall have received all legal opinions, board resolutions, officer’s certificates and other documentation reasonably requested by it consistent with those delivered on the Closing DateSecond Restatement Effective Date under the Second Amendment and Restatement Agreement.

Loan Modifications. (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 Lenders of one or more Classes of Loans and/or Commitments (each Class and/or Commitment subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments (as defined in paragraph (c) below) 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, unless otherwise agreed by the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of the applicable Affected ClassClass as to which such Lender’s acceptance has been made. (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (each, 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 agree 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 by such Loan Modification Agreement and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class (including any amendments necessary to treat the Loans of the Accepting Lenders of the Affected Class as a class of Loans). Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions, officer’s certificates and other documentation reasonably requested by it consistent with those delivered on the Closing Dateclosing date under the Original Credit Agreement.

Loan Modifications. (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 Lenders of one or more Classes of Loans and/or Commitments (each Class and/or Commitment subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments (as defined in paragraph (c) below) 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, unless otherwise agreed by the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of the applicable Affected Class. (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (each, 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 by such Loan Modification Agreement and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class (including any amendments necessary to treat the Loans of the Accepting Lenders of the Affected Class as a class of Loans). Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions, officer’s certificates and other documentation reasonably requested by it consistent with those delivered on the Closing Third Restatement Effective Date.