Common use of Extension Amendment Clause in Contracts

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdings, the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.10, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan Loan, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a1.13(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 2.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 1.8(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.21.8(a)), (iii) otherwise modify the prepayments set forth in Section 2.3 1.8 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.101.13, and the Required Lenders each Lender hereby expressly authorize authorizes the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdings(which, except to the Loan Parties, extent expressly contemplated by the Agent penultimate sentence of this Section 2.14(c) and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with notwithstanding anything to the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date Lender other than changes the Extending Term Lenders with respect to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are established thereby, as the case may be) executed by the Borrower, the Administrative Agent and the Extending Term Lenders. Each request for a Term Loan Extension Series of Extended Term Loans proposed to be incurred under this Section 2.14 shall be in an aggregate principal amount that is not less than $20,000,000 (or such lesser amount as the Administrative Agent may determine in its sole discretion) (it being understood that the actual principal amount thereof provided with the benefit of by the applicable Financing AgreementsLenders may be lower than such minimum amount). The Agent shall promptly notify In addition to any terms and changes required or permitted by Section 2.14(a), each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.05 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iviii) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the third paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (viv) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other Lenderthan the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby and (B) with respect to any extension of the Revolving Commitments that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit, the consent of such Issuing Bank. Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount). The , and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the Agent, receipt Borrower in its sole discretion. In addition to any terms and changes required or permitted by the Agent of (iSections 2.16(1) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify 2), each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Term Loan Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.2(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinRequisite Lenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Commitments and New Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan PartiesBorrower, the Agent and each Extending Term Lender and each New Commitment Lender, if any, providing an Extended Term Loan Commitment or a New Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans Commitments or the New Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Commitments or the New Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinLenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Term Loan Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a, (b)) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.2(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinRequisite Lenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Commitments and Additional Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan PartiesBorrowers, the Agent and each Extending Term Lender and each Additional Commitment Lender, if any, providing an Extended Term Loan Commitment or an Additional Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans Commitments or the Additional Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Commitments or the Additional Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinLenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent applicable Borrower, to effect the provisions of this Section 2.10Section, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.22(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board or corporate resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation reaffirmation, confirmatory and/or supplemental agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsCredit Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.10 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.10), (iii) modify the prepayments set forth in Section 2.3 2.11 and Section 2.12 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.22, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans The consent of the Administrative Agent shall be established pursuant required to an amendment (eacheffectuate any Extension, a “Extension Amendment”) such consent not to this Agreement among Holdings, the Loan Parties, the Agent and each Extending Term be unreasonably withheld. No consent of any Lender providing an Extended Term Loan thereunder, which shall be consistent with required to effectuate any Extension, other than (A) in the provisions set forth in Section 2.10(acase of a Revolver Extension, (i) above, respectively (but which shall not require the consent of each Lender agreeing to such Extension with respect to all or any other Lenderportion of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b). The effectiveness , the consent of any Extension Amendment shall be subject the assignee agreeing to the satisfaction on the date thereof assignment of each one or more Revolving Commitments, Revolving Loans and/or participations in Letters of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (iCredit) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in the case of a Term Loan Extension, the consent of each Lender agreeing to such amendments Extension with respect to the Collateral Documents all or any portion of its Term Loans, as may be reasonably requested by the Agent in order to ensure that the applicable. All Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent and Extended Revolving Commitments and all obligations in respect thereof shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that be Obligations under this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without Loan Documents that are secured by the consent of any Collateral on a pari passu basis with all other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to Obligations under this Agreement and the other Financing Agreements consistent with Loan Documents. Notwithstanding anything else to the provisions and intent of Section 12.3(g) (without contrary set forth in this Agreement or the consent of other Loan Documents, the Required Lenders called for therein) and (v) effect such other hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Financing Agreements Loan Documents (each, an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches or Classes in respect of Term Loans or Revolving Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower in connection with the establishment of such new tranches or sub-tranches or Classes, to effect the provisions of in each case on terms consistent with this Section 2.102.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the Required consent of the Issuing Lenders, participations in Letters of Credit expiring on or after the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders hereby expressly authorize holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the Agent to enter into any terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly; and provided, further, that the Borrower shall have the right (without limitation of its rights pursuant to Section 2.28(b)(iv) above) to (i) replace any non-extending Lender with respect to all or a portion of its Loans or Commitments, as applicable, in connection with either a Revolver Extension or a Term Loan Extension by having such Loans or Revolving Commitments (or any portion thereof) assigned, in accordance with Sections 2.28(b)(iv) and Section 10.02, at par, to one or more other Eligible Assignees or (ii) terminate all or a portion of the Commitments of, and repay the Obligations owing to any such non-extending Lender.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other Lenderthan the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby and (B) with respect to any extension of the Revolving Commitments that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit, the consent of such Issuing Bank). The Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the Agent, receipt Borrower in its sole discretion. In addition to any terms and changes required or permitted by the Agent of (iSections 2.16(1) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify 2), each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans The consent of the Administrative Agent shall be established pursuant required to an amendment (eacheffectuate any Extension, a “Extension Amendment”) such consent not to this Agreement among Holdings, the Loan Parties, the Agent and each Extending Term be unreasonably withheld. No consent of any Lender providing an Extended Term Loan thereunder, which shall be consistent with required to effectuate any Extension, other than (A) in the provisions set forth in Section 2.10(acase of a Revolver Extension, (i) above, respectively (but which shall not require the consent of any other Lendereach Lender agreeing to such Extension with respect to all or a portion of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b). The effectiveness , the consent of any Extension Amendment shall be subject the assignee agreeing to the satisfaction on the date thereof assignment of each one or more Revolving Commitments, Revolving Loans and/or participations in Letters of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (iCredit) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in the case of a Term Loan Extension, the consent of each Lender agreeing to such amendments Extension with respect to the Collateral Documents all or a portion of its Term Loans, as may be reasonably requested by the Agent in order to ensure that the applicable. All Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent and Extended Revolving Commitments and all obligations in respect thereof shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that be Obligations under this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without Loan Documents that are secured by the consent of any Collateral on a pari passu basis with all other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to Obligations under this Agreement and the other Financing Agreements consistent with Loan Documents. Notwithstanding anything else to the provisions and intent of Section 12.3(g) (without contrary set forth in this Agreement or the consent of other Loan Documents, the Required Lenders called for therein) and (v) effect such other hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Financing Agreements Loan Documents (each, an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches or Classes in respect of Term Loans or Revolving Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower in connection with the establishment of such new tranches or sub-tranches or Classes, to effect the provisions of in each case on terms consistent with this Section 2.102.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the Required consent of the Issuing Lenders, participations in Letters of Credit expiring on or after the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders hereby expressly authorize holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the Agent to enter into any terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly; and provided, further, that the Borrower shall have the right (without limitation of its rights pursuant to Section 2.28(b)(iv) above) to (i) replace any non-extending Lender with respect to all or a portion of its Loans or Commitments, as applicable, in connection with either a Revolver Extension or a Term Loan Extension by having such Loans or Revolving Commitments (or any portion thereof) assigned, in accordance with Sections 2.28(b)(iv) and Section 10.02, at par, to one or more other Eligible Assignees or (ii) terminate all or a portion of the Commitments of, and repay the Obligations owing to any such non-extending Lender.

Extension Amendment. Extended Term Loans Revolving Credit Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender providing an Extended Term Loan Revolving Credit Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) or 2.16(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with Section 10.01 hereof) on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Mexican Collateral Agent, as applicable, and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the fourth to last paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrowers, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Term Loan Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.01(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinRequisite Lenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.10Section, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Commitments and New Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender Bank and each New Bank, if any, providing an Extended Term Loan Commitment or a New Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section Sections 2.10(a), (b) above, respectively and (c) above (but which shall not require the consent of any other LenderBank). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 6.02(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans Commitments or the New Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsCredit Documents. The Administrative Agent shall promptly notify each Lender Bank as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other LendersBanks, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Commitments or the New Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Credit Documents (without the consent of the Required Lenders called for thereinBanks) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Lenders Banks hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other Lenderthan the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent and the Extending Lenders. Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount). The , and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the Agent, receipt Borrower in its sole discretion. In addition to any terms and changes required or permitted by the Agent of (iSections 2.16(1) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify 2), each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent 120 and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Loans, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender providing an Extended Term Loan Revolving Credit Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2)[reserved], (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto[reserved], (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, except to the Loan Parties, extent expressly contemplated by the Agent penultimate sentence of this Section 2.14(c) and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with notwithstanding anything to the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other Lenderthan the Extending Lenders with respect to the Extended Loans established thereby, as the case may be) executed by the Borrower Representative, the Administrative Agent and the Extending Lenders. Each request for an Extension Series of Extended Loans proposed to be incurred under this Section 2.14 shall be in an aggregate principal amount that is not less than $20,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount). The effectiveness of In addition to any Extension Amendment shall be subject to the satisfaction on the date thereof of terms and changes required or permitted by Section 2.14(a), each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Loans, amend the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Loan Class from which the Extended Loans were exchanged to reduce each scheduled repayment amount for the Existing Loan Class in the same proportion as the amount of Loans of the Existing Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Loan of such Existing Loan Class that is not an Extended Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower Representative, to effect the provisions of this Section 2.102.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Borrower Representative shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Loans are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower Representative, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.14(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 2.12(d)(i) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Borrower Representative may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower Representative’s sole discretion and as may be waived by the Borrower Representative) of Term Loans of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.05 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.05), (iii) modify the prepayments set forth in Section 2.3 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower Representative, to effect the provisions of this Section 2.102.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans The consent of the Administrative Agent shall be established pursuant required to an amendment (eacheffectuate any Revolver Extension, a “Extension Amendment”) such consent not to this Agreement among Holdings, the Loan Parties, the Agent and each Extending Term be unreasonably withheld. No consent of any Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(arequired to effectuate any Revolver Extension, other than (i) above, respectively (but which shall not require the consent of any other Lendereach Lender agreeing to such Revolver Extension with respect to one or more of its Revolving Commitments (or a portion thereof) (or, in the case of a Revolver Extension pursuant to clause (iv) of Section 2.28(b). The effectiveness , the consent of any Extension Amendment shall be subject the assignee agreeing to the satisfaction on the date thereof assignment of each one or more Revolving Commitments, Revolving Loans and/or participations in Letters of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (iCredit) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness consent of each Extension AmendmentIssuing Lender, which consent shall not be unreasonably withheld or delayed. Each of the parties hereto hereby agrees that All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without Loan Documents that are secured by the consent of any Collateral on a pari passu basis with all other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to Obligations under this Agreement and the other Financing Agreements consistent with Loan Documents. The Lenders hereby irrevocably authorize the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other Administrative Agent to enter into amendments to this Agreement and the other Financing Agreements Loan Documents (each, an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower in connection with the establishment of such new tranches or sub-tranches, to effect the provisions of in each case on terms consistent with this Section 2.102.28. In addition, if so provided in such Extension Amendment and with the Required consent of the Issuing Lenders, participations in Letters of Credit expiring on or after the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders hereby expressly authorize holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the Agent to enter into any terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan PartiesBorrower, the Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) or 2.16(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 3.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans or Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments (and related outstandings), as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.4(e) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.4(e)), (iii) modify the prepayments set forth in Section 2.3 2.2 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16 (including, without limitation, such amendments as may be considered necessary or appropriate to integrate any new class of Extended Revolving Commitments), and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Term Loan Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (but which c) above (and shall not require the consent of any other LenderPerson). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.2(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date (other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any Person other Lendersthan the Administrative Agent, the Borrower and the Lenders providing the applicable Extended Revolving Credit Commitments or New Revolving Credit Commitments, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinRequisite Revolving Credit Lenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Requisite Revolving Credit Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe relevant Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.24(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in above and Section 4.2 4.02, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates consistent and/or reaffirmation agreements, generally consistent, where applicable, with those delivered on the Original Closing Restatement Effective Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsAdministrative Agent). The Lenders hereby authorize the Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other enter into amendments to this Agreement and the other Financing Agreements Loan Documents with the Borrowers as may be necessary in order to effect any Extension Amendment and to make such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrowerrelevant Borrower in connection with the establishment of such Extension Amendment, in each case on terms consistent with and/or to effect the provisions of this Section 2.102.24. In addition, if so provided in the relevant Extension Amendment and with the Required consent of each Issuing Bank, participation in Letters of Credit expiring on or after the scheduled maturity date in respect of a Class of revolving commitments shall be reallocated from Lenders hereby expressly authorize holding such revolving commitments to Lenders holding Extended Revolving Commitments in accordance with the Agent to enter into any terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding refinancing revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

Extension Amendment. Extended Term Loans Commitments and New Extended Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan PartiesBorrowers, the Agent and each Extending Term Lender and each New Commitment Extending Lender, if any, providing an Extended Term Loan Commitment or a New Extended Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The As a condition precedent to the effectiveness of any Extension Amendment Amendment, (i) the Lead Borrower shall be subject deliver to the satisfaction on the date thereof of each Agent (a) a certificate of the conditions set forth applicable Borrower dated as of the effective date of such Extension Amendment signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension, (b) a certificate of the Lead Borrower that (1) the representations and warranties contained in Section 4.2 andArticle V and the other Loan Documents are true and correct in all material respects on and as of such effective date, except (A) to the extent reasonably that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects, and (C) except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.07 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 6.01, and (2) before and after giving effect to such extension, no Event of Default exists or would arise therefrom, (ii) the Borrowers shall have paid such fees and other compensation to the Extending Lenders as the Lead Borrower and such Extending Lenders shall agree; (iii) if requested by the Agent, receipt by the Agent of (i) legal Borrowers shall deliver an opinion or opinions, board resolutions in form and officers’ certificates consistent with those delivered on substance reasonably satisfactory to the Original Closing Date other than changes Agent, from counsel to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion the Borrowers reasonably satisfactory to the Agent and dated such date; (iiiv) the Loan Parties and the Extending Lenders shall have delivered such other instruments, documents and agreements as the Agent may reasonably have requested (including, without limitation, reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans Commitments or the New Extended Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents); and (v) no Default or Event of Default exists. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Commitments or the New Extended Commitments, as the case may be, incurred pursuant thereto, and (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Lead Borrower, to effect the provisions of this Section 2.10Section, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (including incorporating a new tranche of Extended Term Loans and/or Extended Revolving Credit Commitments, as applicable, in accordance with the Extension Election by the Extending Term Lenders and/or the Extending Revolving Credit Lenders) (each, a an “Extension Amendment”) to this Agreement among Holdingsthe applicable Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Amendment Effective Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred or Extended Revolving Credit Commitments, as applicable, Incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Company, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Company may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Company’s sole discretion and as may be waived by the Company) of Term Loans, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerCompany, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe applicable Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, thereunder which shall be consistent with the provisions set forth in Section 2.10(a2.26(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsCredit Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.12 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.12), (iii) modify the prepayments set forth in Section 2.3 2.15 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Credit Documents consistent with the provisions and intent of Section 12.3(g10.5(f) (without the consent of the Required Requisite Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower, to effect the provisions of this Section 2.10Section, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Extending Term Loans and Extending Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Extending Term Loan or Extending Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections ‎2.16(a) or ‎(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 ‎Section 4.02(i) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (iii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Extending Term Loans or Extending Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Extending Term Loans or Extending Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 ‎Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Extending Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2‎Section 2.07), (iii) modify the prepayments set forth in Section 2.3 ‎Section 2.05 to reflect the existence of the Extended Extending Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of Section 12.3(g) the second paragraph of ‎Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10‎Section 2.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent) and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of any Lender other than (a) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (b) with respect to any extension of the Revolving Commitments that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit, the consent of such Issuing Bank and (c) with respect to any extension of the Revolving Commitments that results in an extension of Swing Line Lender’s obligations with respect to Swing Line Loans, the consent of such Swing Line Lender). The Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the AgentBorrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (ia) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof), (b) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, thereto and (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iiic) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto. Notwithstanding anything to the contrary in Section 10.01, (iva) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (each Extension Amendment may, without the consent of the Required Lenders called for therein) and (v) any other Loan Party, Agent or Lender, effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) and the Parent Borrower, to effect the provisions of this Section 2.102.16, including to effect technical and corresponding amendments to this Agreement and the Required other Loan Documents and (b) at the option of the Borrower in consultation with the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), incorporate terms that would be favorable to existing Lenders hereby expressly authorize of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (b), so long as the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) reasonably agrees that such modification is favorable to enter into the applicable Lenders (provided that if any such terms proposed to be incorporated to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the consent of the Administrative Agent shall be required for the addition of such terms, which consent shall be separate and apart from the Administrative Agent’s concurrence that such terms are favorable to the applicable Lenders). In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments repayment of such Term Loans on the Maturity Date as required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.23(b)(i) or (b)(ii) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andsubject, to the extent reasonably requested by the Administrative Agent, to the receipt by the Administrative Agent of (i) legal opinionsdocuments, board resolutions opinions and officers’ certificates consistent with those delivered on of the Original Closing Date other than changes type referred to such legal opinion resulting from a change in lawSection 4.01(b), change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent Section 4.01(c) and Section 4.01(d) and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extending Term Lenders or Extended Term Loans Revolving Lenders, as applicable, are provided with the benefit of the applicable Financing AgreementsCredit Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.2(a)(ii) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.2(a)(ii), (iii) modify the prepayments set forth in Section 2.3 2.7 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement and the other Financing Agreements Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.23, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other Lenderthan the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by each Borrower, the Administrative Agent and the Extending Lenders. Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount). The , and the Lead Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the Agent, receipt Lead Borrower in its sole discretion. In addition to any terms and changes required or permitted by the Agent of (iSections 2.16(1) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify 2), each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Lead Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Loan Parties shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans Commitments and New Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan PartiesBorrowers, the Agent and each Extending Term Lender and each New Commitment Lender, if any, providing an Extended Term Loan Commitment or a New Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans Commitments or the New Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Commitments or the New Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinLenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Domestic Borrower, to effect the provisions of this Section 2.10Section, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent) and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of any Lender other than (a) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (b) with respect to any extension of the Revolving Commitments that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit, the consent of such Issuing Bank and (c) with respect to any extension of the Revolving Commitments that results in an extension of Swing Line Lender’s obligations with respect to Swing Line Loans, the consent of such Swing Line Lender). The Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the AgentBorrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (ia) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof), (b) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, thereto and (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iiic) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto. Notwithstanding anything to the contrary in Section 10.01, (iva) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (each Extension Amendment may, without the consent of the Required Lenders called for therein) and (v) any other Loan Party, Agent or Lender, effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) and the Parent Borrower, to effect the provisions of this Section 2.102.16, including to effect technical and corresponding amendments to this Agreement and the Required other Loan Documents and (b) at the option of the Borrower in consultation with the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), incorporate terms that would be favorable to existing Lenders hereby expressly authorize of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (b), so long as the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) reasonably agrees that such modification is favorable to enter into the applicable Lenders (provided that if any such terms proposed to be incorporated to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the consent of the Administrative Agent shall be required for the addition of such terms, which consent shall be separate and apart from the Administrative Agent’s concurrence that such terms are favorable to the applicable Lenders). In connection with any Extension Amendment., the Borrower shall, if reasonably requested by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents. 169

Extension Amendment. Extended Term Loans Revolving Credit Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender providing an Extended Term Loan Revolving Credit Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(b) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrowers, the Loan Parties, the Applicable Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which 139 shall be consistent with the provisions set forth in Section 2.10(a2.18(a) or 2.18(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 5.02 and, to the extent reasonably requested by the Applicable Administrative Agent, receipt by the Applicable Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Applicable Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Applicable Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Applicable Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments (and related outstandings), as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Applicable Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.102.18 (including, without limitation, such amendments as may be considered necessary or appropriate to integrate any new Class of Extended Revolving Commitments), and the Required Lenders hereby expressly authorize the Applicable Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender providing an Extended Term Loan Revolving Credit Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Fourth Amendment and Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Commitments of any or all applicable Class be extended. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Commitments and New Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan PartiesBorrower Agent, the Agent and each Extending Term Revolving Lender and each New Revolving Commitment Lender, if any, providing an Extended Term Loan Revolving Commitment or a New Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.27(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Second Amended Effective Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent Co-Collateral Agents in order to ensure that the Extended Term Loans Revolving Commitments or the New Revolving Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Commitments or the New Revolving Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinLenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent BorrowerBorrower Agent, to effect the provisions of this Section 2.10Section, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Extending Term Loans and Extending Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Extending Term Loan or Extending Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections ‎2.16(a) or ‎(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 ‎Section 4.02(i) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Extending Term Loans or Extending Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Extending Term Loans or Extending Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 ‎Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Extending Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2‎Section 2.07), (iii) modify the prepayments set forth in Section 2.3 ‎Section 2.05 to reflect the existence of the Extended Extending Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to 165 this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of Section 12.3(g) the second paragraph of ‎Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10‎Section 2.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrowers, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.15(a) or 2.15(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments (and related outstandings), as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 4.4(b) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans of the applicable Term Facility thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.24.4(b)), (iii) modify the prepayments set forth in Section 2.3 4.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.102.15 (including, without limitation, such amendments as may be considered necessary or appropriate to integrate any Extended Term Loan as a new Term Facility or any Extended Revolving Commitments as a new Revolving Facility), and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In addition, any Extended Term Lender or Extended Revolving Lender shall become bound by the Re-Allocation Agreement in a manner satisfactory to the Administrative Agent, and the Lenders and Issuing Lenders hereby authorize the Administrative Agent and the Collateral Agent to enter into any amendment or supplement to the Re-Allocation Agreement as the Administrative Agent deemed as appropriate, in order to give effect to the foregoing.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.14(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the AgentAdministrative Agent or the Required Lenders, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date Date, other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent Administrative Agent, the Required Lenders and the Parent Borrower, to effect the provisions of this Section 2.102.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above11.11, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date Lender other than changes the Extending Lenders with respect to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans) executed by the Company, the Administrative Agent and the Extending Lenders. Each request for an Extension Series of Extended Term Loans are proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof or such lower amount as the Company and the Administrative Agent may agree (it being understood that the actual principal amount thereof provided with the benefit of by the applicable Financing AgreementsLenders may be lower than such minimum amount). The Agent shall promptly notify In addition to any terms and changes required or permitted by Section 2.16(a), each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 4.02(a) or the applicable Incremental Term Commitment Agreement, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 4.02 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerCompany, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Company shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Credit Documents. Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan Class is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) of this Section 2.16, in the case of the existing Loans of each Extending Lender, the aggregate principal amount of such existing Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted or exchanged by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Loans (together with, in the case of Extended Term Loans, any other Extended Term Loans so established on such date), except as otherwise provided under Section 2.16(a).

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan Loan, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.08(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, 7.01(a)(vi) (all references in Section 7.01 to Closing Date shall be deemed to be references to any Extension on the extent reasonably requested by applicable date of such Extension) and the Agent, receipt by the Administrative Agent of shall have received (i) legal opinions, board resolutions and officers’ other closing certificates to reasonably requested by the Administrative Agent and consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 5.01 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.25.01), (iii) modify the prepayments set forth in Section 2.3 5.06 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.08, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Lead Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Lender providing an Extended Term Loan thereunderRevolving Credit Commitment, which shall be consistent with the provisions set forth in Section 2.10(a2.23(b) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to certifying such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent resolutions and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2)[reserved], (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto[reserved], (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the third paragraph of Section 12.3(g) 9.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Lead Borrower, to effect the provisions of this Section 2.102.23, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and New Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender and each New Lender, if any, providing an Extended Term Loan or a New Loan, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.13(a), (b) above, respectively and (but which c) above (and shall not require the consent of any other LenderPerson). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.2(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans or the New Loans, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other LendersPerson other than the Administrative Agent, the Borrower and the Lenders providing the applicable Extended Loans, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or the New Loans, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinRequisite Lenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Loans, are provided with the benefit of the applicable Financing AgreementsLoan Documents (provided any such reaffirmations and/or amendments may be provided within a time period after such effectiveness if agreed by the Administrative Agent in its reasonable discretion). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments (including prepayments occurring prior to the effective date of any Extension Amendment) with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Extending Term Loans and Extending Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Extending Term Loan or Extending Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections ‎2.16(a) or ‎(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 ‎Section 4.02(i) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Extending Term Loans or Extending Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Extending Term Loans or Extending Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 ‎Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Extending Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2‎Section 2.07), (iii) modify the prepayments set forth in Section 2.3 ‎Section 2.05 to reflect the existence of the Extended Extending Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of Section 12.3(g) the second paragraph of ‎Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement 163 and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10‎Section 2.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent) and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of any Lender other than (a) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (b) with respect to any extension of the Revolving Commitments that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit, the consent of such Issuing Bank and (c) with respect to any extension of the Revolving Commitments that results in an extension of Swing Line Lender’s obligations with respect to Swing Line Loans, the consent of such Swing Line Lender). The Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the AgentBorrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (ia) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof), (b) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, thereto and (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iiic) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto. Notwithstanding anything to the contrary in Section 10.01, (iva) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (each Extension Amendment may, without the consent of the Required Lenders called for therein) and (v) any other Loan Party, Agent or Lender, effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) and the Parent Borrower, to effect the provisions of this Section 2.102.16, including to effect technical and corresponding amendments to this Agreement and the Required other Loan Documents and (b) at the option of the Borrower in consultation with the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), incorporate terms that would be favorable to existing Lenders hereby expressly authorize of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (b), so long as the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) reasonably agrees that such modification is favorable to enter into the applicable Lenders (provided that if any such terms proposed to be incorporated to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the consent of the Administrative Agent shall be required for the addition of such terms, which consent shall be separate and apart from the Administrative Agent’s concurrence that such terms are favorable to the applicable Lenders). In connection with any Extension Amendment., the Borrower shall, if reasonably requested by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents. 173

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe relevant Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.24(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in above and Section 4.2 4.02, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates consistent and/or reaffirmation agreements, generally consistent, where applicable, with those delivered on the Original Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsAdministrative Agent). The Lenders hereby authorize the Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other enter into amendments to this Agreement and the other Financing Agreements Loan Documents with the Borrowers as may be necessary in order to effect any Extension Amendment and to make such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrowerrelevant Borrower in connection with the establishment of such Extension Amendment, in each case on terms consistent with and/or to effect the provisions of this Section 2.102.24. In addition, if so provided in the relevant Extension Amendment and with the Required consent of each Issuing Bank, participation in Letters of Credit expiring on or after the scheduled maturity date in respect of a Class of revolving commitments shall be reallocated from Lenders hereby expressly authorize holding such revolving commitments to Lenders holding Extended Revolving Commitments in accordance with the Agent to enter into any terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding refinancing revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively or Error! Reference source not found. above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.05 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.05), (iii) modify the prepayments set forth in Section 2.3 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the third paragraph of Section 12.3(g) 11.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (including incorporating a new tranche of Extended Term Loans and/or Extended Revolving Credit Commitments, as applicable, in accordance with the Extension Election by the Extending Term Lenders and/or the Extending Revolving Credit Lenders) (each, a an “Extension Amendment”) to this Agreement among Holdingsthe applicable Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) aboveor (b), respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred or Extended Revolving Credit Commitments, as applicable, Incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a1.13(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the applicable conditions set forth in Section 4.2 2.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 1.8(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.21.8(a)), (iii) otherwise modify the prepayments set forth in Section 2.3 1.8 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.101.13, and the Required Lenders each Lender hereby expressly authorize authorizes the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Commitments and New Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrowers, the Loan Parties, the Administrative Agent and each Extending Term Lender and each New Commitment Lender, if any, providing an Extended Term Loan Commitment or a New Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSECTIONS 2.27(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 SECTION 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Third RestatementFirst Amendment Effective Date other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Commitments or the New Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (iA) reflect the existence and terms of the Extended Term Loans Commitments or the New Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) thereto and (vB) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Lead Borrower, to effect the provisions of this Section 2.10Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment; provided that no changes or amendments under this clause (ii) which otherwise would have required the consent of any non-Extending Lender under the proviso to SECTION 9.01 shall be made without the consent of such non-Extending Lender.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.14(a) 2.14(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Loans, are provided with the benefit of the applicable Financing AgreementsLoan Documents (provided any such reaffirmations and/or amendments may be provided within a time period after such effectiveness if agreed by the Administrative Agent in its reasonable discretion). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.03(b) 2.03(b) or 2.05 2.05 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.03(b) 2.03(b) and 2.052.05), (iii) modify the prepayments set forth in Section 2.3 2.03 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments (including prepayments occurring prior to the effective date of any Extension Amendment) with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.142.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.14(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date Date, other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent Administrative Agent, and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan Parties, the Agent Borrowers and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) or (b) above, respectively (but which shall not require the consent of the Administrative Agent or any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02(i) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. For the avoidance of doubt, no consent of any Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Agent. The Lead Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Lead Borrower’s sole discretion and as may be waived by the Lead Borrower) of Term Loans, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any Agent or any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of any Agent and the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Lead Borrower, to effect the provisions of this Section 2.10, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment2.16.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Credit Agreement among Holdingsthe Borrower, the Loan PartiesAdministrative Agent, the Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, and, with respect to any Extended Revolving Credit Commitments resulting in an extension of an L/C Issuer’s obligations with respect to a Letter of Credit, such L/C Issuer, which shall be consistent with the provisions set forth in Section 2.10(a2.18(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 5.02(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.06 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the 104 Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.06), (iii) modify the prepayments set forth in Section 2.3 2.04 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Credit Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.18, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrowers, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.18(a) or 2.18(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 5.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments (and related outstandings), as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.102.18 (including, without limitation, such amendments as may be considered necessary or appropriate to integrate any new Class of Extended Revolving Commitments), and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Term Loan Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (but which c) above (and shall not require the consent of any other LenderPerson). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.2(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any Person other Lendersthan the Administrative Agent, the Borrower and the Lenders providing the applicable Extended Revolving Credit Commitments or New Revolving Credit Commitments, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinRequisite Lenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.22(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andto, to the extent if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsCredit Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.10 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended 119 Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.10), (iii) modify the prepayments set forth in Section 2.3 2.11 and Section 2.12 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.22, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.18(a) or 2.18(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 5.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments (and related outstandings), as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.18 (including, without limitation, such amendments as may be considered necessary or appropriate to integrate any new Class of Extended Revolving Commitments), and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.22(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board or corporate resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation reaffirmation, confirmatory and/or supplemental agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsCredit Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.10 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.10), (iii) modify the prepayments set forth in Section 2.3 2.11 and Section 2.12 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.22, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (including incorporating a new tranche of Extended Term Loans and/or Extended Revolving Credit Commitments, as applicable, in accordance with the Extension Election by the Extending Term Lenders and/or the Extending Revolving Credit Lenders) (each, a an “Extension Amendment”) to this Agreement among Holdingsthe applicable Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) aboveor (b), respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing 2021 Amendment Effective Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement Agreement, the other Loan Documents and the other Financing Agreements Proceeds Loan Finance Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred or Extended Revolving Credit Commitments, as applicable, Incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement Agreement, the other Loan Documents and the other Financing Agreements Proceeds Loan Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administra tive Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require re quire the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinionsopin ions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administra tive Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other oth er Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Ex tended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 Sec tion 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal prin cipal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Extend ed Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriateappro priate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. (e) No conversion of Loans pursuant to any Extension in accordance with this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. ARTICLE III.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe relevant Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.24(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in above and Section 4.2 4.04, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates consistent and/or reaffirmation agreements, generally consistent, where applicable, with those delivered on the Original Closing Date under Section 4.02 (other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsAdministrative Agent). The Lenders hereby authorize the Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other enter into amendments to this Agreement and the other Financing Agreements Loan Documents with the Borrowers as may be necessary in order to effect any Extension Amendment and to make such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrowerrelevant Borrower in connection with the establishment of such Extension Amendment, in each case on terms consistent with and/or to effect the provisions of this Section 2.102.24. In addition, if so provided in the relevant Extension Amendment and with the Required consent of each Issuing Bank, participation in Letters of Credit expiring on or after the scheduled maturity date in respect of a Class of revolving commitments shall be reallocated from Lenders hereby expressly authorize holding such revolving commitments to Lenders holding Extended Revolving Commitments in accordance with the Agent to enter into any terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding refinancing revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment one or more amendments (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the other Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.15(a) or (b) above, respectively (but which shall not require the consent of any other Lender)) and otherwise reasonably satisfactory to the Administrative Agent. The effectiveness of any Commitments to provide Extended Term Loans or Extended Revolving Credit Commitments, as applicable, shall become effective on the date specified in the applicable Extension Amendment shall be Amendment, subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 (which, for the avoidance of doubt, shall not require compliance with the Financial Covenant for any Extended Term Loans) and such other conditions as may be specified in the applicable Extension Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby (A) agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.08 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.08), (iii) modify the prepayments set forth in Section 2.3 2.06 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.15, and the Required Lenders (by executing and delivering the Extension Amendment and thereby binding themselves and all successors and assigns) hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (B) consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Amendment.

Extension Amendment. Extended Term Loans The consent of the Administrative Agent shall be established pursuant required to an amendment (eacheffectuate any Extension, a “Extension Amendment”) such consent not to this Agreement among Holdings, the Loan Parties, the Agent and each Extending Term be unreasonably withheld. No consent of any Lender providing an Extended Term Loan thereunder, which shall be consistent with required to effectuate any Extension, other than (A) in the provisions set forth in Section 2.10(acase of a Revolver Extension, (i) above, respectively (but which shall not require the consent of any other Lendereach Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b). The effectiveness , the consent of any Extension Amendment shall be subject the assignee agreeing to the satisfaction on the date thereof assignment of each one or more Revolving Commitments, Revolving Loans and/or participations in Letters of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (iCredit) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in the case of a Term Loan Extension, the consent of each Lender agreeing to such amendments Extension with respect to the Collateral Documents one or more of its Term Loans (or a portion thereof), as may be reasonably requested by the Agent in order to ensure that the applicable. All Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent and Extended Revolving Commitments and all obligations in respect thereof shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that be Obligations under this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without Loan Documents that are secured by the consent of any Collateral on a pari passu basis with all other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to Obligations under this Agreement and the other Financing Agreements consistent with Loan Documents. Notwithstanding anything else to the provisions and intent of Section 12.3(g) (without contrary set forth in this Agreement or the consent of other Loan Documents, the Required Lenders called for therein) and (v) effect such other hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Financing Agreements Loan Documents (each, an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans or Revolving Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower in connection with the establishment of such new tranches or sub-tranches, to effect the provisions of in each case on terms consistent with this Section 2.102.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the Required consent of the Issuing Lenders, participations in Letters of Credit expiring on or after the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders hereby expressly authorize holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the Agent to enter into any terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrowers, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term Loan or Extended Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.18(a) or 2.18(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.2 5.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) 129 #95484613v795537764v17 reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments (and related outstandings), as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.102.18 (including, without limitation, such amendments as may be considered necessary or appropriate to integrate any new Class of Extended Revolving Commitments), and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender providing an Extended Term Loan Revolving Credit Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(b) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. No conversion of Loans pursuant to any Extension in accordance with this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

Extension Amendment. Extended Revolving Commitments, Extended Term Loans and Revolving Commitments and term loan commitments of Additional Extending Lenders shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan PartiesBorrower, the Agent and each Extending Term Lender and each Additional Extending Lender, if any, providing an Extended Revolving Commitment, an Extended Term Loan Loan, a new Revolving Credit Commitment, or a term loan commitment as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.18(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsEffective Date. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant theretoRevolving Commitments, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended Loans, the new Revolving Commitments, or the term loan commitments as the case may be, incurred pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) thereto and (vii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.10, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension AmendmentSection.

Extension Amendment. Extended Term Loans Revolving Credit Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender providing an Extended Term Loan Revolving Credit Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(b) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.10, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.10.01 - 97-

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to -99- counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. (e) No conversion of Loans pursuant to any Extension in accordance with this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. ARTICLE III.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.19(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof (the “Extension Facility Closing Date”) of each of the conditions following conditions: (x) except as otherwise agreed by the Extending Lenders, the representations and warranties of each Guarantor set forth in Section 4.2 andArticle III and in each other Loan Document shall be true and correct in all material respects on and as of the Extension Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (y) except as otherwise agreed by the Extending Lenders, no Default shall exist or would result from the Extended Loan or from the application of the proceeds therefrom and (z) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.04 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.04), (iii) modify the prepayments set forth in Section 2.3 2.10 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.19, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among HoldingsBorrowers, the Loan Parties, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.05 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.05), (iii) modify the prepayments set forth in Section 2.3 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the third paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections ‎2.14(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 ‎4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s 's form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Loans, are provided with the benefit of the applicable Financing AgreementsLoan Documents (provided any such reaffirmations and/or amendments may be provided within a time period after such effectiveness if agreed by the Administrative Agent in its reasonable discretion). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 ‎2.03(b) or ‎2.05 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2‎2.03(b) and ‎2.05), (iii) modify the prepayments set forth in Section 2.3 ‎2.03 to reflect the existence of the Extended Term Loans and the application of prepayments (including prepayments occurring prior to the effective date of any Extension Amendment) with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) ‎10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10‎2.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.16(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans Revolving Credit Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrowers, the Loan Parties, the Administrative Agent and each Extending Term Revolving Credit Lender providing an Extended Term Loan Revolving Credit Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.15(a) above, respectively above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that provide the Extended Term Loans are provided Revolving Credit Commitments with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Revolving Credit Commitments incurred pursuant thereto, and (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other reasonable amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.102.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other Lenderthan the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Borrower, the Administrative Agent and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby. Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount). The , and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the Agent, receipt Borrower in its sole discretion. In addition to any terms and changes required or permitted by the Agent of (iSections 2.16(1) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify 2), each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans Commitments and New Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrowers, the Loan Parties, the Administrative Agent and each Extending Term Lender and each New Commitment Lender, if any, providing an Extended Term Loan Commitment or a New Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSECTIONS 2.27(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 SECTION 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Restatement Date other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans Commitments or the New Commitments, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans Commitments or the New Commitments, as the case may be, incurred pursuant thereto, and (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Lead Borrower, to effect the provisions of this Section 2.10Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment; provided that no changes or amendments under this clause (ii) which otherwise would have required the consent of any non-Extending Lender under the proviso to SECTION 9.01 shall be made without the consent of such non-Extending Lender.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (B) with respect to any extension of the Revolving Commitments that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit, the consent of such Issuing Bank and (C) with respect to any extension of the Revolving Commitments that results in an extension of Swing Line Lender’s obligations with respect to Swing Line Loans, the consent of such Swing Line Lender). The Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the AgentBorrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof), (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), thereto and (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto. Notwithstanding anything to the contrary in Section 10.01, (ivx) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (each Extension Amendment may, without the consent of the Required Lenders called for therein) and (v) any other Loan Party, Agent or Lender, effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, including to effect technical and corresponding amendments to this Agreement and the Required other Loan Documents and (y) at the option of the Borrower in consultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders hereby expressly authorize of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (y), so long as the Administrative Agent reasonably agrees that such modification is favorable to enter into the applicable Lenders. In connection with any such Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Term Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.04(a) above, respectively (but which shall not require the consent of any other Term Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 2.04(a) and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates in form and substance reasonably satisfactory to the Term Administrative Agent (it being understood that any such legal opinions, board resolutions and officers’ certificates that are substantially consistent with those delivered on the Original Closing Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent shall be satisfactory) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Term Administrative Agent shall promptly notify each Term Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Term Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, thereto and (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Lenders hereby expressly authorize the Term Administrative Agent to enter into any such Extension Amendment. No conversion of Term B-1 Loans pursuant to any Extension Amendment in accordance with this Section 2.04 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (including incorporating a new tranche of Extended Term Loans and/or Extended Revolving Credit Commitments, as applicable, in accordance with the Extension Election by the Extending Term Lenders and/or the Extending Revolving Credit Lenders) (each, a an “Extension Amendment”) to this Agreement among Holdingsthe applicable Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) aboveor (b), respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing 2021 Amendment Effective Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify 95007615_1 each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement Agreement, the other Loan Documents and the other Financing Agreements Proceeds Loan Finance Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred or Extended Revolving Credit Commitments, as applicable, Incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.07), (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes address technical issues relating to this Agreement funding and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) payments and (v) effect such other amendments to this Agreement Agreement, the other Loan Documents and the other Financing Agreements Proceeds Loan Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and New Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender and each New Lender, if any, providing an Extended Term Loan or a New Loan, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.13(a), (b) above, respectively and (but which c) above (and shall not require the consent of any other LenderPerson). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.2(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date (other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Term Loans or the New Loans, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other LendersPerson other than the Administrative Agent, the Borrower and the Lenders providing the applicable Extended Loans, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or the New Loans, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinRequisite Lenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Requisite Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Working Capital Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender or Extending Working Capital Lender, as applicable, providing an Extended Term Loan or Extended Working Capital Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.15(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Working Capital Commitments, as applicable, are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans or Working Capital Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Working Capital Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.06 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.06), (iii) modify the prepayments set forth in Section 2.3 2.04 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the second paragraph of Section 12.3(g) 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans The consent of the Administrative Agent shall be established pursuant required to an amendment (eacheffectuate any Extension, a “Extension Amendment”) such consent not to this Agreement among Holdings, the Loan Parties, the Agent and each Extending Term be unreasonably withheld. No consent of any Lender providing an Extended Term Loan thereunder, which shall be consistent with required to effectuate any Extension, other than (A) in the provisions set forth in Section 2.10(acase of a Revolving Extension, (i) above, respectively (but which shall not require the consent of any other Lendereach Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b). The effectiveness , the consent of any Extension Amendment shall be subject the assignee agreeing to the satisfaction on the date thereof assignment of each one or more Revolving Commitments, Revolving Loans and/or participations in Letters of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (iCredit) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in the case of a Term Loan Extension, the consent of each Lender agreeing to such amendments Extension with respect to the Collateral Documents one or more of its Term Loans (or a portion thereof), as may be reasonably requested by the Agent in order to ensure that the applicable. All Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent and Extended Revolving Commitments and all obligations in respect thereof shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that be Obligations under this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without Loan Documents that are secured by the consent of any Collateral on a pari passu basis with all other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to Obligations under this Agreement and the other Financing Agreements consistent with Loan Documents. The Lenders hereby irrevocably authorize the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other Administrative Agent to enter into amendments to this Agreement and the other Financing Agreements Loan Documents (each, an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans or Revolving Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower in connection with the establishment of such new tranches or sub-tranches, to effect the provisions of in each case on terms consistent with this Section 2.102.28. In addition, if so provided in such Extension Amendment relating to a Revolving Extension and with the Required consent of the Issuing Lenders, participations in Letters of Credit expiring on or after the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders hereby expressly authorize holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the Agent to enter into any terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings(which, notwithstanding anything to the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions contrary set forth in Section 2.10(a) above10.01, respectively (but which shall not require the consent of any Lender other Lenderthan the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby and (B) with respect to any extension of the Revolving Commitments that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit, the consent of such Issuing Bank. Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such 126 US-DOCS\122695800.10 minimum amount). The , and the Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the Agent, receipt Borrower in its sole discretion. In addition to any terms and changes required or permitted by the Agent of (iSections 2.16(1) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify 2), each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), ; (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, thereto and (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall require the prior consent of the Required Lenders and shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsexecuted by the Borrower, the Loan PartiesAdministrative Agent, the Agent Required Lenders and each the Extending Term Lender providing Lenders. Each request for an Extension Series of Extended Term Loan thereunder, which Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be consistent with in an aggregate principal amount that is not less than $5.0 million (it being understood that the provisions set forth in Section 2.10(a) aboveactual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), respectively (but which shall not require and the consent of any other Lender). The Borrower may condition the effectiveness of any Extension Amendment shall on an Extension Minimum Condition, which may be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested waived by the AgentBorrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders other than the Required Lenders, to the extent (but only to the extent) necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof), (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), thereto and (iii) modify the prepayments set forth in Section 2.3 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto. Notwithstanding anything to the contrary in Section 10.01, (ivx) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (each Extension Amendment may, without the consent of any other Loan Party, Agent or Lender other than the Required Lenders called for therein) and (v) Lenders, effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower and the Required Lenders, to effect the provisions of this Section 2.102.16, including to effect technical and corresponding amendments to this Agreement and the Required other Loan Documents and (y) at the option of the Borrower in consultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders hereby expressly authorize of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (y), so long as the Administrative Agent reasonably agrees that such modification is favorable to enter into the applicable Lenders. In connection with any such Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to 191 ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Extension Amendment. Extended Term Loans Commitments and New Extended Commitments shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdings, the Loan PartiesBorrowers, the Agent and each Extending Term Lender and each New Commitment Extending Lender, if any, providing an Extended Term Loan Commitment or a New Extended Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.17(a), (b) above, respectively and (c) above (but which shall not require the consent of any other Lender). The As a condition precedent to the effectiveness of any Extension Amendment Amendment, (i) the Lead Borrower shall be subject deliver to the satisfaction on the date thereof of each Agent (a) a certificate of the conditions set forth applicable Borrower dated as of the effective date of such Extension Amendment signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension, (b) a certificate of the Lead Borrower that (1) the representations and warranties contained in Section 4.2 andArticle V and the other Loan Documents are true and correct in all material respects on and as of such effective date, except (A) to the extent reasonably that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects, and (C) except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.07 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 6.01, and (2) before and after giving effect to such extension, no Event of Default exists or would arise therefrom, (ii) the Borrowers shall have paid such fees and other compensation to the Extending Lenders as the Lead Borrower and such Extending Lenders shall agree; (iii) if requested by the Agent, receipt by the Agent of (i) legal Borrowers shall deliver an opinion or opinions, board resolutions in form and officers’ certificates consistent with those delivered on substance reasonably satisfactory to the Original Closing Date other than changes Agent, from counsel to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion the Borrowers reasonably satisfactory to the Agent and dated such date; (iiiv) the Loan Parties and the Extending Lenders shall have delivered such other instruments, documents and agreements as the Agent may reasonably have requested (including, without limitation, reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans Commitments or the New Extended Commitments, as the case may be, are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2Documents), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) ; and (v) effect such other amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.10, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.)

Extension Amendment. Extended Term Loans and New Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender and each New Lender, if any, providing an Extended Term Loan or a New Loan, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.10(aSections 2.13(a), (b) above, respectively and (but which c) above (and shall not require the consent of any other LenderPerson). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.2(a) and (b) and, to the extent reasonably requested by the AgentAdministrative Agent (acting at the direction of the Requisite Lenders) or the Lenders, receipt by the Administrative Agent and the Lenders of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date (other than changes to such legal opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative Agent (acting at the direction of the Requisite Lenders) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (acting at the direction of the Requisite Lenders) in order to ensure that the Extended Term Loans or the New Loans, as the case may be, are provided with the benefit of the applicable Financing AgreementsLoan Documents (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Person other than the Administrative Agent (acting at the direction of, or with the consent of, the Requisite Lenders), the Borrower and the Lenders providing the applicable Extended Loans, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or the New Loans, as the case may be, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) Loan Documents (without the consent of the Required Lenders called for thereinRequisite Lenders) and (viii) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (acting at the direction of, or with the consent of, the Requisite Lenders) and the Parent Borrower, to effect the provisions of this Section 2.10Section, and the Required Requisite Lenders hereby expressly authorize and direct the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a an “Extension Amendment”) to this Agreement among Holdingsthe Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a2.16(a) above, respectively or (b) above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing AgreementsLoan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 2.05 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.22.05), (iii) modify the prepayments set forth in Section 2.3 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements Loan Documents consistent with the provisions and intent of the third paragraph of Section 12.3(g) 11.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.102.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.