Common use of Extension Amendment Clause in Contracts

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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. The consent of the Administrative Agent Extended Term Loans shall be required established pursuant to effectuate any Extensionan amendment (each, such consent 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 to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, other than (A) in to the case extent reasonably requested by the Agent, receipt by the Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Original Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Financing Agreements. The Agent shall be Obligations under 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 Documents that are secured by Tranche subject to an Extension Election to reflect a reduction in the Collateral on a pari passu basis 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 all 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 applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Financing Agreements consistent with the contrary set forth in this Agreement or provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Financing Agreements as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower in connection with Parent Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.10, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing to such Extension with respect to all or a any portion of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a any portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.16(a) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 1.13(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the applicable conditions set forth in Section 2.2 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 1.8(a)), (iii) otherwise modify the prepayments set forth in Section 1.8 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition1.13, if so provided in such Extension Amendment relating and each Lender hereby expressly authorizes the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender, providing an Extended Term Loan, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.16(a) or (b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, 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 Sections 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 4.02 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 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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 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), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and (2), each of the parties hereto agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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; (iii) modify the prepayments set forth in this Agreement or Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in Borrower, to effect the provisions of this Section 2.16, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In additionBorrower shall, if so provided 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 Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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). 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 on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), each of the parties hereto agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent necessary to (a) 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 are secured by the Collateral on 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 pari passu basis with all other applicable Obligations under this Agreement result thereof), (b) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto and (c) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the other Loan Documentsapplication of prepayments with respect thereto. Notwithstanding anything else to the contrary set forth in this Agreement or Section 10.01, (a) each Extension Amendment may, without the consent of any other Loan DocumentsParty, the Lenders hereby irrevocably authorize each Agent to enter into or Lender, effect such amendments to this Agreement and the other 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 (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 Borrower, to effect the provisions of this Section 2.16, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in connection consultation with the establishment Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such new tranches or sub-tranches existing Lenders of the applicable Class or Classes, in each case on 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 the applicable Lenders (provided that if any such terms consistent with this 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 2.28. In addition10.01, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 Administrative Agent shall be re-allocated 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 Lenders holding Facility, the Priority Revolving Commitments 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 Lenders holding Facility, the Priority Revolving Agent) in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 1.13(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 2.2 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 1.8(a)), (iii) otherwise modify the prepayments set forth in Section 1.8 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition1.13, if so provided in such Extension Amendment relating and each Lender hereby expressly authorizes the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent Extended Commitments and Additional Commitments shall be required established pursuant to effectuate any Extensionan amendment (each, such consent an “Extension Amendment”) to this Agreement among the Borrowers, the Agent and each Extending Lender and each Additional Commitment Lender, if any, providing an Extended Commitment or an Additional Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Sections 2.17(a), (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Agent, receipt by the Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Agent and (ii) reaffirmation agreements and/or such amendments to the consent Security Documents as may be reasonably requested by the Agent in order to ensure that the Extended Commitments or the Additional Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents. The Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments or the Additional Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Required Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with applicable Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.16(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis 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 prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with all respect thereto, (iii) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent Extended Term Loans shall be required established pursuant to effectuate any Extensionan amendment (each, such consent an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, shall not to be unreasonably withheld. No require the consent of any Lender shall be required to effectuate any Extension, other than (Athe Extending Lenders with respect to the Extended Term Loans established thereby) in executed by the case of a Revolver ExtensionBorrower, (i) the Administrative Agent and the Extending Lenders, it being understood that such Extension Amendment shall not require the consent of each any Lender agreeing to such Extension other than the Extending Lenders with respect to all or a portion of its Revolving Commitments (or, in the case of Extended Term Loans established thereby. Each request for an Extension pursuant Series of Extended Term Loans proposed to clause be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (iv) of Section 2.28(bit being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the consent Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the assignee agreeing Borrower in its sole discretion. In addition to the assignment of one any terms and changes required or more Revolving Commitments, Revolving Loans and/or participations in Letters of Creditpermitted by Sections 2.16(1) and (ii) 2), each of 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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; (iii) modify the prepayments set forth in this Agreement or Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any such Extension Amendment; provided. In connection with any Extension Amendment, howeverthe 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 participation interests shall, upon receipt thereof by Extended Term Loans are provided with 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, 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 2.15(a) or (c) 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 2.13(d)(i) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) legal opinions, board resolutions, and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and Extended Revolving Commitments specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans of any or all obligations in respect thereof applicable Classes be tendered. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.06 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.06), (iii) modify the prepayments set forth in Section 2.04 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the fifth paragraph of Section 10.01 (without the consent of the Required Lenders called for therein), and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.15, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent Extended Term Loans shall be required established pursuant to effectuate any Extensionan amendment (each, such consent a “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.14(c) and notwithstanding anything to the contrary set forth in Section 10.01, shall not to be unreasonably withheld. No require the consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing to such Extension Extending Term Lenders with respect to all or a portion of its Revolving Commitments (orthe Extended Term Loans established thereby, in as the case of an Extension pursuant to clause (ivmay be) of Section 2.28(b)executed by the Borrower, the consent of Administrative Agent and the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in the case of Extending Term Lenders. Each request for a Term Loan Extension, the consent Extension Series of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof proposed to be incurred under this Section 2.14 shall be Obligations under 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 by the applicable Lenders may be lower than such minimum amount). In addition to any terms and changes required or permitted by Section 2.14(a), each of the parties hereto agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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; (iii) modify the prepayments set forth in this Agreement or Section 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.14, if so provided in such Extension Amendment relating and the Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any such Extension Amendment; provided. In connection with any Extension Amendment, howeverthe 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 participation interests shall, upon receipt thereof by Extended Term Loans are provided with 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of the Administrative Agent Extended Commitments and New Commitments shall be required established pursuant to effectuate any Extensionan amendment (each, such consent an “Extension Amendment”) to this Agreement among the Borrower, the Agent and each Extending Lender and each New Commitment Lender, if any, providing an Extended Commitment or a New Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Sections 2.17(a), (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Agent, receipt by the Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Commitments or the New Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents. The Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments or the New Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Required Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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 Borrowers, 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). 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 Borrowers may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrowers in their sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and (2), each of the parties hereto agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, 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 are secured by the Collateral on 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 pari passu basis with all other applicable Obligations under this Agreement result thereof); (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto and (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the other Loan Documentsapplication of prepayments with respect thereto. Notwithstanding anything else to the contrary set forth in this Agreement or Section 10.01, each Extension Amendment may, without the consent of any other Loan DocumentsParty, the Lenders hereby irrevocably authorize each Agent to enter into or Lender, effect such amendments to this Agreement and the other 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 Borrower in Borrowers, to effect the provisions of this Section 2.16, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents. In connection with any Extension Amendment, the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In additionBorrowers shall, if so provided 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 Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of Extended Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.17(a), such consent (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Sections 4.2(a) and (b) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Effective Date other than changes to such Extension with respect legal opinion resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Requisite Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Requisite Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, 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 shall be consistent with the provisions set forth in Section 2.18(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 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 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or 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 Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Applicable Administrative Agent and the Borrower in connection with Borrowers, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 2.18 (including, without limitation, the commission applicable thereto) shall such amendments as may be adjusted accordingly; and provided, further, that the Borrower shall have the right (without limitation considered necessary or appropriate to integrate any new Class 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 Extended Revolving 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 Required Lenders hereby expressly authorize the Applicable Administrative Agent to enter into any such non-extending LenderExtension Amendment.

Extension Amendment. The consent of Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.22(a) or (b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 3.2 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board or corporate resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes to such Extension with respect legal opinions resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation, confirmatory and/or supplemental agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Credit Documents. The Administrative Agent shall be Obligations under 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 Loan Credit Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.10), (iii) modify the prepayments set forth in Section 2.11 and Section 2.12 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Credit 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.22, if so provided in such Extension Amendment relating and the Requisite Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.21(a) or (b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 4.1(p) and (q) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes 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 consent of the assignee agreeing legal opinions that are reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Security Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 prepayments set forth in this Agreement or Section 2.10 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iii) address technical issues relating to funding and payments and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.21, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.16(a) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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 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), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and (2), each of the parties hereto agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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; (iii) modify the prepayments set forth in this Agreement or Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in Borrower, to effect the provisions of this Section 2.16, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In additionBorrower shall, if so provided 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 Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of Extending Term Loans and Extending Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extending Term Loan or Extending Revolving Credit Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections ‎2.16(a) or ‎(b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.02(i) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extending Term Loans or Extending Revolving Credit Commitments, as applicable, are provided with the benefit of each Issuing Lenderthe applicable Loan Documents. The Borrower may, which consent shall not at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be unreasonably withheld or delayed determined and (B) specified in the case relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extending Term Loans or Extending Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in ‎Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extending Term Loans amended pursuant to the applicable Extension (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to ‎Section 2.07), (iii) modify the prepayments set forth in ‎Section 2.05 to reflect the existence of the Extending Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of ‎Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis ‎Section 2.16, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.17(a, such consent (b)) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Sections 4.2(a) and (b) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Effective Date other than changes to such Extension with respect legal opinion resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Requisite Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Requisite Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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. 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), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and (2), each of the parties hereto agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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; (iii) modify the prepayments set forth in this Agreement or Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in Borrower, to effect the provisions of this Section 2.16, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In additionBorrower shall, if so provided 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 Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Credit Lender providing an Extended Revolving Credit Commitment thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.16(a) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Original Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of Extended Revolving Credit Commitments incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent Extended Loans shall be required established pursuant to effectuate any Extensionan amendment (an “Extension Amendment”) to this Agreement (which, such consent except to the extent expressly contemplated by the penultimate sentence of this Section 2.14(c) and notwithstanding anything to the contrary set forth in Section 10.01, shall not to be unreasonably withheld. No require the consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing to such Extension Extending Lenders with respect to all or a portion of its Revolving Commitments (orthe Extended Loans established thereby, in as the case of may be) executed by the Borrower Representative, the Administrative Agent and the Extending Lenders. Each request for an Extension pursuant Series of Extended Loans proposed to clause be incurred under this Section 2.14 shall be in an aggregate principal amount that is not less than $20,000,000 (iv) of it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount). In addition to any terms and changes required or permitted by Section 2.28(b2.14(a), the consent each of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 Loans incurred pursuant thereto; (iii) modify the prepayments set forth in this Agreement or Section 2.03 to reflect the existence of the Extended Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Representative, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.14, if so provided in such Extension Amendment relating and the Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any such Extension Amendment; provided. In connection with any Extension Amendment, howeverthe 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 participation interests shall, upon receipt thereof by Extended Loans are provided with 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Company, 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 Sections 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 4.02 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 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Company, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent Extended Commitments and New Extended Commitments shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing to such Extension with respect to all or a portion of its Revolving Commitments (or, in the case of an Extension established pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, the Agent and each Extending Lender and each New Commitment Extending Lender, if any, providing an Extended Commitment or a New Extended Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Sections 2.17(a), (b) and (c) above (but which shall not require the consent of any other Lender). As a condition precedent to the effectiveness of any Extension Amendment, (i) the Lead Borrower as may be necessary in order shall deliver 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 in the reasonable opinion Agent (a) a certificate of the Administrative Agent and applicable Borrower dated as of the Borrower in connection with the establishment effective date of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating 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 Revolver Extension and with the consent certificate of the Issuing LendersLead Borrower that (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of such effective date, participations except (A) to the extent that such representations and warranties specifically refer to an earlier date, in Letters which case they are true and correct in all material respects as of Credit expiring on or after such earlier date, (B) in the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended case of any representation and warranty qualified by materiality, in which case they shall be re-allocated from Revolving Lenders holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments true and correct in accordance with all respects, and (C) except that for purposes of this Section 2.17, the terms representations and warranties contained in subsections (a) and (b) of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, Section 5.07 shall be deemed to be participation interests 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, the Borrowers shall deliver an opinion or opinions, in respect of form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such Extended Revolving Commitments date; (iv) the Loan Parties and the terms of Extending Lenders shall have delivered such participation interests other instruments, documents and agreements as the Agent may reasonably have requested (including, without limitation, reaffirmation agreements and/or such amendments to the commission applicable thereto) shall Collateral Documents as may be adjusted accordingly; and provided, further, reasonably requested by the Agent in order to ensure that the Borrower shall have Extended Commitments or 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 New Extended Commitments, as applicablethe case may be, in connection are provided 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 the benefit of the Commitments of, applicable Loan Documents); and repay the Obligations owing to any such non-extending Lender.(v)

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the relevant Borrower, 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 other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary provisions set forth in this Agreement Section 2.24(a) or (b) above, respectively (but which shall not require the consent of any other Loan DocumentsLender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and Section 4.02, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, generally consistent, where applicable, with those delivered on the Restatement Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). The Lenders hereby irrevocably authorize each the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (each, an “Extension Amendment”) with the Borrower Borrowers 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 effect any Extension Amendment and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the relevant Borrower in connection with the establishment of such new tranches or sub-tranches or ClassesExtension Amendment, in each case on terms consistent with and/or to effect the provisions of this Section 2.282.24. In addition, if so provided in such the relevant Extension Amendment relating to a Revolver Extension and with the consent of the each Issuing LendersBank, participations participation in Letters of Credit expiring on or after the Revolving Facility Maturity Date with scheduled maturity date in respect to Revolving Commitments not so extended of a Class of revolving commitments shall be re-allocated reallocated from Revolving Lenders holding Revolving Commitments such revolving commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitmentsrefinancing revolving commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments extended revolving commitments and the terms of such participation interests (including, without limitation, including 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. The consent of Extended Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.17(a), such consent (b) and (c) above (and shall not to be unreasonably withheld. No require the consent of any Lender other Person). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Sections 4.2(a) and (b) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Effective Date (other than changes to such Extension legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of 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 Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with respect to all or a portion the benefit of its Revolving Commitments the applicable Loan Documents (orincluding, in the case of an Extension pursuant to clause (iv) of Section 2.28(b)the Mortgages, the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) mortgage amendments and (ii) 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 Extension date down endorsements with respect to all or a portion the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness of its Term Loans, as applicableeach Extension Amendment. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable Obligations under 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 Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Requisite Revolving Credit Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Requisite Revolving Credit Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments shall require the prior consent of the Required Lenders and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement executed by the Borrower, the Administrative Agent, the Required Lenders 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), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), each of the parties hereto agrees that this Agreement and the other 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 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 are secured by the Collateral on 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 pari passu basis with all other applicable Obligations under this Agreement result thereof), (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto and (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the other Loan Documentsapplication of prepayments with respect thereto. Notwithstanding anything else to the contrary set forth in this Agreement or Section 10.01, (x) each Extension Amendment may, without the consent of any other Loan DocumentsParty, Agent or Lender other than the Lenders hereby irrevocably authorize each Agent to enter into Required Lenders, effect such amendments to this Agreement and the other 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 Borrower and the Required Lenders, to effect the provisions of this Section 2.16, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (y) at the option of the Borrower in connection consultation with the establishment Administrative Agent, incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such new tranches or sub-tranches existing Lenders of the applicable Class or Classes, in each case on terms consistent with under this Section 2.28clause (y), so long as the Administrative Agent reasonably agrees that such modification is favorable to the applicable Lenders. In additionconnection with any Extension Amendment, the Borrower shall, if so provided 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 Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of the Administrative Agent Extended Commitments and New Extended Commitments shall be required established pursuant to effectuate any Extensionan amendment (each, such consent an “Extension Amendment”) to this Agreement among the Borrowers, the Agent and each Extending Lender and each New Commitment Extending Lender, if any, providing an Extended Commitment or a New Extended Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Sections 2.17(a), (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender shall be required other Lender). As a condition precedent to effectuate the effectiveness of any Extension, other than (A) in the case of a Revolver ExtensionExtension Amendment, (i) the consent Lead Borrower shall deliver to the Agent (a) a certificate of each Lender agreeing the 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 with respect extension, (b) a certificate of the Lead Borrower that (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of such effective date, except (A) to all or a portion of its Revolving Commitments (orthe extent that such representations and warranties specifically refer to an earlier date, in the which case they are true and correct in all material respects as of an Extension pursuant to clause (iv) of Section 2.28(b)such earlier date, the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in the case of a Term Loan Extensionany 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 consent 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, the Borrowers shall deliver an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; (iv) 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 Commitments or the New Extended Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents); and (v) no Default or Event of Default exists. The Agent shall promptly notify each Lender as to the effectiveness of each Lender agreeing to such Extension with respect to all or a portion Amendment. Each of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under the parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary set forth in this Agreement extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments or the New Extended Commitments, as the case may be, incurred pursuant thereto, and (ii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Lead Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under 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, an “Extension Amendment”) to this Agreement among the applicable Borrower, 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 Sections 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 4.03 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 Amendment Effective Date (conformed as appropriate) other than changes to such legal 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or 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 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with applicable Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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). 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 on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), each of the parties hereto agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, 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 are secured by the Collateral on 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 pari passu basis with all other applicable Obligations under this Agreement result thereof), (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto and (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the other Loan Documentsapplication of prepayments with respect thereto. Notwithstanding anything else to the contrary set forth in this Agreement or Section 10.01, (x) each Extension Amendment may, without the consent of any other Loan DocumentsParty, the Lenders hereby irrevocably authorize each Agent to enter into or Lender, effect such amendments to this Agreement and the other 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 Borrower, to effect the provisions of this Section 2.16, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (y) at the option of the Borrower in connection consultation with the establishment Administrative Agent, incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such new tranches or sub-tranches existing Lenders of the applicable Class or Classes, in each case on terms consistent with under this Section 2.28clause (y), so long as the Administrative Agent reasonably agrees that such modification is favorable to the applicable Lenders. In additionconnection with any Extension Amendment, the Borrower shall, if so provided 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 Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Revolver Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Revolver Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing to such Revolver Extension with respect to all one or a portion more of its Revolving Commitments (or a portion thereof) (or, in the case of an a Revolver Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicabledelayed. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the The Lenders hereby irrevocably authorize each the Administrative Agent to enter into amendments to this Agreement and the other 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 in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches or Classestranches, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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. The consent of Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Credit Lender providing an Extended Revolving Credit Commitment thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.16(b) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to, to effectuate any Extensionthe extent reasonably requested by the Administrative Agent, other than (A) in receipt by the case Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Revolving Credit Commitments incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, 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 2.16(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 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 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 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 2.4(e)), (iii) modify the prepayments set forth in Section 2.2 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 2.16 (including, without limitation, the commission applicable thereto) shall such amendments as may be adjusted accordingly; and provided, further, that the Borrower shall have the right (without limitation considered necessary or appropriate to integrate any new class 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 Extended Revolving 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 Required Lenders hereby expressly authorize the Agent to enter into any such non-extending LenderExtension Amendment.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under 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, an “Extension Amendment”) to this Agreement among the applicable Borrower, 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 Sections 2.16(a) or (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 4.03 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 2020 Amendment Effective Date (conformed as appropriate) other than changes to such legal 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or 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 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with applicable Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Credit Lender providing an Extended Revolving Credit Commitment thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.16(a) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Revolving Credit Commitments incurred pursuant thereto, (ii) [reserved], (iii) [reserved], (iv) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower Representative, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.14(a) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 2.12(d)(i) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans are provided with the benefit of the applicable Loan 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 Extended Revolving Commitments 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 obligations in respect thereof applicable Classes be tendered. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.05 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.05), (iii) modify the prepayments set forth in Section 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Representative, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.14, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else established pursuant to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, 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 Borrower provisions set forth in Sections 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 extent reasonably requested by the Administrative Agent, to the receipt by the Administrative Agent of (i) documents, opinions and certificates of the type referred to in Section 4.01(b), Section 4.01(c) and Section 4.01(d) and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be necessary reasonably requested by the Administrative Agent in order to establish new tranches ensure that the Extending Term Lenders or sub-tranches or Classes in respect Extended Revolving Lenders, as applicable, are provided with the benefit of the applicable Credit 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 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 so extended Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 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 2.2(a)(ii), (iii) modify the prepayments set forth in Section 2.7 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such technical other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.23, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else established pursuant to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, 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 2.22(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 such conditions as the Extending Term Lenders or Extending Revolving Lenders, as applicable, may reasonably require. 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 necessary in order to establish new tranches or sub-tranches or Classes in respect waived by the Borrower) of Term Loans or Revolving Commitments so extended (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 such technical amendments the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.22, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any such Extension Amendment; provided, however, provided that no such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed Extension Amendment may provide for any Class to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable theretox) shall guaranteed by any Person who is not or will not then 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 Guarantor or (iiy) terminate all secured by any assets not constituting or a portion of which will not then constitute Collateral under the Commitments of, and repay the Obligations owing to any such non-extending LenderLoan Documents.

Extension Amendment. The Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, 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 2.15(a), (b) or (c) 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 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) legal opinions, board resolutions, and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and Extended Revolving Commitments specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans of any or all obligations in respect thereof applicable Classes be tendered. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.06 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.06), (iii) modify the prepayments set forth in Section 2.04 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein), and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.15, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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. 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), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), each of the parties hereto agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent necessary to (a) 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 are secured by the Collateral on 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 pari passu basis with all other applicable Obligations under this Agreement result thereof), (b) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto and (c) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the other Loan Documentsapplication of prepayments with respect thereto. Notwithstanding anything else to the contrary set forth in this Agreement or Section 10.01, (a) each Extension Amendment may, without the consent of any other Loan DocumentsParty, the Lenders hereby irrevocably authorize each Agent to enter into or Lender, effect such amendments to this Agreement and the other 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 Borrower, to effect the provisions of this Section 2.16, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in connection consultation with the establishment Administrative Agent, incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such new tranches or sub-tranches existing Lenders of the applicable Class or Classes, in each case on under this clause (b), so long as the Administrative Agent reasonably agrees that such modification is favorable to the applicable Lenders if any such terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating proposed to a Revolver Extension and with be incorporated to the Revolving Facility would require the consent of the Issuing Lenders, participations in Letters any Class of Credit expiring on or after Lenders other than the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended Lenders under Section 10.01, which consent shall be re-allocated separate and apart from Revolving Lenders holding Revolving Commitments the Administrative Agent’s concurrence that such terms are favorable to Revolving Lenders holding the applicable Lenders. 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 in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of Extended Term Loans or Extended DSR LC Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Loan Lender or Extending DSR LC Loan Lender, as applicable, providing an Extended Term Loan or Extended DSR LC Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 4.13.1 or Section 4.13.2 above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensioneach of the conditions set forth in Section 5.2 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Security Documents as may be unreasonably withheld reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or delayed and (B) in the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term LoansExtended DSR LC Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. All Extended 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 and Extended Revolving or DSR LC Commitments and (as applicable) of any or all obligations in respect thereof applicable Types be tendered. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended DSR LC Commitments, as applicable, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of Section 11.1 (without the consent of the Required Lenders called for therein) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 each case, in the reasonable opinion of the Administrative Agent and the Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition4.13, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.16(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in this Agreement or Section 2.07 with respect to any Existing Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Loans amended pursuant to the applicable Extension (with such amount to be applied to reduce scheduled repayment of such Loans on the Maturity Date as required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extending Term Loans and Extending Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extending Term Loan or Extending Revolving Credit Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections ‎2.16(a) or ‎(b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.02(i) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing 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 (i) 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 Extending Term Loans or Extending Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension with respect Amendment that a minimum amount (to all or a portion of its Revolving Commitments (or, be determined and specified in the case of an relevant Extension pursuant to clause (ivRequest in the Borrower’s sole discretion and as may be waived by the Borrower) of Section 2.28(b), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extending Term Loans or Extending Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in ‎Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extending Term Loans amended pursuant to the applicable Extension (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to ‎Section 2.07), (iii) modify the prepayments set forth in ‎Section 2.05 to reflect the existence of the Extending Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of ‎Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis ‎Section 2.16, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else established pursuant to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents an amendment (each, an “Extension Amendment”) to this Agreement among the applicable Borrower, Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the Borrower provisions set forth in Section 2.26(a) 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 3.2 and, to the extent reasonably requested by Administrative Agent, receipt by 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 Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be necessary reasonably requested by Administrative Agent in order to establish new tranches or sub-tranches or Classes in respect of ensure that the Extended Term Loans or Revolving Commitments so extended are provided with the benefit of the applicable Credit Documents. 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 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 2.12 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 (with such technical amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.12), (iii) modify the prepayments set forth in Section 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 Credit Documents consistent with the provisions and intent of Section 10.5(f) (without the consent of the Requisite Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower in connection with applicable Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Requisite Lenders hereby expressly authorize Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent Extended Commitments and New Commitments shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing to such Extension with respect to all or a portion of its Revolving Commitments (or, in the case of an Extension established pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Bank and each New Bank, if any, providing an Extended Commitment or a New Commitment, as applicable, thereunder, which shall be consistent with the Borrower provisions set forth in Sections 2.10(a), (b) and (c) above (but which shall not require the consent of any other Bank). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in 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 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 necessary reasonably requested by the Collateral Agent in order to establish new tranches ensure that the Extended Commitments or sub-tranches the New Commitments, as the case may be, are provided with the benefit of the applicable Credit Documents. The Administrative Agent shall promptly notify each Bank as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Banks, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments or Classes in respect the New Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Credit Documents (without the consent of Term Loans or Revolving Commitments so extended the Required Banks) and (iii) effect such technical other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Banks hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender, providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Sections 2.16(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Extended Term Loans, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as applicableto the effectiveness of each Extension Amendment. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on consent of any other Lenders, to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.16(a) or 2.16(b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction (or waiver in accordance with Section 10.01 hereof) on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving CommitmentsAdministrative Agent and the Mexican Collateral Agent, Revolving Loans and/or participations in Letters of Credit) as applicable, and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else Documents consistent with the provisions and intent of the fourth to last paragraph of Section 10.01 (without the contrary set forth in this Agreement or consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.16(a) or (b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or 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 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Revolving Credit Commitments and New Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Revolving Credit Lender and each New Revolving Commitment Lender, if any, providing an Extended Revolving Credit Commitment or a New Revolving Credit Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.17(a), such consent (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Sections 4.01(a) and (b) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Revolving Credit Commitments or the New Revolving Credit Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Requisite Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrowers, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Requisite Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 3.8(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 3.8 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) opinion and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in this Agreement or Section 3.3 with respect to any Existing Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Loans required pursuant to Section 3.3), (iii) modify the prepayments set forth in Sections 5.2 and 5.3 to reflect the existence of the Extended Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrowing Agent, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition3.8, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the relevant Borrower, 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 other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary provisions set forth in this Agreement Section 2.23(a) or (b) above, respectively (but which shall not require the consent of any other Loan DocumentsLender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and, subject to Section 1.03, Section 4.02, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, generally consistent, where applicable, with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). The Lenders hereby irrevocably authorize each the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (each, an “Extension Amendment”) with the Borrower Borrowers 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 effect any Extension Amendment and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the relevant Borrower in connection with the establishment of such new tranches or sub-tranches or ClassesExtension Amendment, in each case case, on terms consistent with and/or to effect the provisions of this Section 2.282.23. In addition, if so provided in such the relevant Extension Amendment relating to a Revolver Extension and with the consent of the each Issuing LendersBank, participations participation in Letters of Credit expiring on or after the Revolving Facility Maturity Date with scheduled maturity date in respect to Revolving Commitments not so extended of a Class of revolving commitments shall be re-allocated reallocated from Revolving Lenders holding Revolving Commitments such revolving commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitmentsrefinancing revolving commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments extended revolving commitments and the terms of such participation interests (including, without limitation, including 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. The consent of the Administrative Agent Extended Commitments and New Extended Commitments shall be required established pursuant to effectuate any Extensionan amendment (each, such consent an “Extension Amendment”) to this Agreement among the Borrowers, the Agent and each Extending Lender and each New Commitment Extending Lender, if any, providing an Extended Commitment or a New Extended Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Sections 2.17(a), (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender shall be required other Lender). As a condition precedent to effectuate the effectiveness of any Extension, other than (A) in the case of a Revolver ExtensionExtension Amendment, (i) the consent Domestic Borrower shall deliver to the Agent (a) a certificate of each Lender agreeing the 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 with respect extension, (b) a certificate of the Domestic Borrower that (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of such effective date, except (A) to all or a portion of its Revolving Commitments (orthe extent that such representations and warranties specifically refer to an earlier date, in the which case they are true and correct in all material respects as of an Extension pursuant to clause (iv) of Section 2.28(b)such earlier date, the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in the case of a Term Loan Extensionany 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 consent 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 increase, 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 Domestic Borrower and such Extending Lenders shall agree; (iii) if requested by the Agent, the Borrowers shall deliver an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; (iv) 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 Commitments or the New Extended Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents); and (v) no Default or Event of Default exists. The Agent shall promptly notify each Lender as to the effectiveness of each Lender agreeing to such Extension with respect to all or a portion Amendment. Each of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under the parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments or the New Extended Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Required Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Domestic Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else established pursuant to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents an amendment (each, an “Extension Amendment”) to this Credit Agreement among the Borrower, the Administrative Agent, 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 Borrower provisions set forth in Section 2.18(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 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 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 and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be necessary reasonably requested by the Administrative Agent in order to establish new tranches or sub-tranches or Classes in respect of ensure that the Extended Term Loans or Extended Revolving Commitments so extended Credit Commitments, as applicable, are provided with the benefit of the applicable Loan 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 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 2.06 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 Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 4894-8247-74844903-2775-7170 v.911 2.06), (iii) modify the prepayments set forth in Section 2.04 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.18, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Loans and New Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender and each New Lender, if any, providing an Extended Loan or a New Loan, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.13(a), such consent (b) and (c) above (and shall not to be unreasonably withheld. No require the consent of any Lender other Person). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Sections 4.2(a) and (b) and, other than to the extent reasonably requested by the Administrative Agent (Aacting at the direction of the Requisite Lenders) in or the case Lenders, receipt by the Administrative Agent and the Lenders of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Effective Date (other than changes to such Extension legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of 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 Loans or the New Loans, as the case may be, are provided with respect to all or a portion the benefit of its Revolving Commitments the applicable Loan Documents (orincluding, in the case of an Extension pursuant to clause (iv) of Section 2.28(b)the Mortgages, the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) mortgage amendments and (ii) 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 Extension date down endorsements with respect to all or a portion the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness of its Term Loans, as applicableeach Extension Amendment. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis consent of any other Person other than the Administrative Agent (acting at the direction of, or with all 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 Loans or the New Loans, as the case may be, incurred pursuant thereto, (ii) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Requisite Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 (acting at the Borrower in connection with the establishment of such new tranches direction of, or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the consent of, the Requisite Lenders) and the Borrower, to effect the provisions of this Section, and the Issuing Lenders, participations in Letters of Credit expiring on or after Requisite Lenders hereby expressly authorize and direct the Revolving Facility Maturity Date with respect Administrative Agent to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents (each, an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches sub‑tranches or Classes in respect of Term Loans or Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches sub‑tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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. The consent of Extended Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender, providing an Extended Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.16(a) (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Loan Tranche subject to an Extension Election to reflect a pari passu basis reduction in the principal amount of the Loans thereunder in an amount equal to the aggregate principal amount of the Extended Loans amended pursuant to the applicable Extension (with all such amount to be applied ratably to reduce scheduled repayments of such Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The Extended Revolving Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 9.02, shall not require the consent of any Lender, other than the Extending Revolving Lenders with respect to the Extended Revolving Commitments established thereby, as the case may be) executed by Holdings, the Borrower, the Administrative Agent and the applicable Extending Revolving Lenders, it being understood that such Extension Amendment shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No require the consent of any Lender shall be required to effectuate any ExtensionLender, other than (A) in the case of a Revolver Extension, (ia) the consent of each Lender agreeing to such Extension Extending Revolving Lenders with respect to all or a portion of its the Extended Revolving Commitments established thereby and (or, b) with respect to any extension of the Revolving Commitments that results in the case an extension of an Extension pursuant Issuing Bank’s obligations with respect to clause (iv) Letters of Section 2.28(b)Credit, the consent of the assignee agreeing to the assignment such Issuing Bank. Each request for a Revolving Extension Series of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof proposed to be incurred under this Section 2.23 shall be Obligations under 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), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Section 2.23(a), each of the parties hereto agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement Lenders, to the extent necessary to reflect the existence and terms of the other Loan DocumentsExtended Revolving Commitments, as applicable, incurred pursuant thereto. Notwithstanding anything else to the contrary set forth in this Agreement or Section 9.02, (a) each Extension Amendment may, without the consent of any other Loan DocumentsParty or Lender, the Lenders hereby irrevocably authorize each Agent to enter into effect such amendments to this Agreement and the other 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 determination of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.23 including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in connection consultation with the establishment Administrative Agent incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such new tranches or sub-tranches existing Lenders of the applicable Class or Classes, in each case on terms consistent with case, under this Section 2.28clause (b), so long as the Administrative Agent reasonably agrees that such modification is favorable to the applicable Lenders. In additionconnection with any Extension Amendment, the Borrower shall, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof reasonably requested by the relevant Lenders holding Extended Revolving CommitmentsAdministrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be deemed reasonably requested by the Administrative Agent in order to be participation interests in respect of ensure that such Extended Revolving Commitments and are provided with 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. (a) The consent of Borrower may, by written notice to the Administrative Agent shall be required from time to effectuate any time, request an extension (each, an "Extension, such consent not to be unreasonably withheld. No consent ") of the maturity date of the Revolving Loans and Revolving Loan Commitments of any Lender class (which term, for purposes of this Section 2.20, shall be required also include any class of Revolving Loan Commitments outstanding hereunder pursuant to effectuate a previous Extension pursuant to the terms of this Section 2.20, any Extension, other than (Aclass of Incremental Revolving Loans or any commitments under any Incremental Revolving Facility) to the extended maturity date specified in the case of a Revolver Extension, such notice. Such notice shall (i) set forth the consent of each 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 consent amount and class of the assignee agreeing Revolving Loan Commitments that will be subject to the assignment Extension (which shall be in minimum increments of one or more Revolving Commitments, Revolving Loans and/or participations in Letters $5,000,000 and a minimum amount of Credit$50,000,000) and (ii) set forth the consent of each Issuing Lender, date on 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 Extension with respect is requested to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof become effective (which shall be Obligations not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)). Each Lender under this Agreement and the other applicable class of the Revolving Loan Documents Commitments that are secured by will be subject to the Collateral Extension shall be -107- offered (an "Extension Offer") an opportunity to participate in such Extension on a pari passu pro rata basis with all and on the same terms and conditions as each other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lender pursuant to the contrary set forth in this Agreement procedures established by, or the other Loan Documentsreasonably acceptable to, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 in the reasonable opinion of the Administrative Agent and the Borrower Borrower; provided that no Lender shall be obligated to participate in connection with the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such any Extension Amendment relating to a Revolver Extension and with without the consent of such Lender. If the aggregate principal amount of Revolving Loan Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments subject to the Extension Offer as set forth in the Extension notice, then the Revolving Loan Commitments of Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer (but not to exceed actual holdings of record). The Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Revolving Loan Commitments of any or all applicable classes accept the applicable Extension Offer. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) the Issuing LendersBank and the Swing Bank shall have consented to any Extension of the Revolving Loan Commitments, participations in to the extent that such Extension provides for the issuance or extension of Letters of Credit expiring on or after making of Swing Loans at any time during the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with period and (ii) the terms of such Extended Revolving Loan Commitments shall comply with paragraph (c) of this Section 2.20. (c) The terms of each Extension shall be determined by the Borrower, the Administrative Agent and the applicable extending Lenders and set forth in an Extension Amendment; provided, however, provided that such participation interests shall, upon receipt thereof by (i) the relevant Lenders holding final maturity date of any Extended Revolving CommitmentsLoan Commitment shall be no earlier than the Maturity Date, (ii) there shall be deemed no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Loan Commitments prior to be participation interests the Maturity Date, (iii) the Extended Revolving Loans will rank pari passu in right of (x) priority with respect to the Collateral and (y) payment with respect to the Obligations in respect of such the existing Revolving Loan Commitments and Revolving Loans (except for (I) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (II) repayments required upon the applicable Maturity Date of the non- extending Revolving Loan Commitments) and the borrower and guarantors of the Extended Revolving Loan Commitments shall be the same as the Borrower and Guarantors with respect to the existing Revolving Loan Commitments and Revolving Loans, (iv) the terms of such participation interests interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Revolving Loan Commitment (including, without limitation, and the commission applicable theretoExtended Revolving Loans thereunder) shall be adjusted accordingly; and provided, further, that determined by the Borrower shall have and the right (without limitation of its rights pursuant to Section 2.28(b)(iv) above) to (i) replace any non-applicable 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.Lenders,

Extension Amendment. The consent of Extended Term Loans and, Extended Revolving Credit Commitments and Extended Performance L/C Participation Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Term Lender or, Extending Revolving Credit Lender or Extending Performance L/C Lender, as applicable, providing an Extended Term Loan or, Extended Revolving Credit Commitment or Extended Performance L/C Participation Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.16(a) or (b) or (c) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender) or Performance L/C Lender, as applicable). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02(i) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent 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 or Extended Performance L/C Participation Commitments, as applicable, are provided with the benefit of each Issuing Lenderthe applicable Loan Documents. The Borrowers may, which consent shall not at their election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be unreasonably withheld or delayed determined and (B) specified in the case relevant Extension Request in the Borrowers’ sole discretion and as may be waived by the Borrowers) of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, Performance L/C Participation Commitments, Incremental Performance L/C Participation Commitments, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof The Administrative Agent shall be Obligations under promptly notify each Lender or Performance L/C Lender, as applicable, as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on consent of any other Lenders or Performance L/C Lender, as applicable, 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 or Extended Performance L/C Participation Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrowers, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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, Required Lenders or 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 CommitmentsRequired Performance L/C Lenders, 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, hereby expressly authorize the Administrative Agent to one or more other Eligible Assignees or (ii) terminate all or a portion of the Commitments of, and repay the Obligations owing to enter into any such non-extending LenderExtension Amendment.

Extension Amendment. The consent Subject to the satisfaction of the conditions set forth in Section 4(B) hereof: (a) Each Extending Lender party hereto hereby (i) agrees that posting of a draft of this Fourth Amendment for review by the Existing Lenders shall constitute an Extension Request and confirms receipt of such Extension Request; (ii) consents to the terms of this Fourth Amendment; (iii) agrees that the submission of its signature page hereto shall constitute its Extension Election; (iv) irrevocably offers for conversion into a new Tranche of Revolving Credit Commitments on the terms and conditions set forth herein (such new Tranche of Revolving Credit Commitments, as further defined below, the “New Initial Revolving Commitments”) the amount of the Existing Revolving Commitments held by such Extending Lender and specified on its signature page hereto; and (v) agrees that the amount of the Existing Revolving Commitments held by such Extending Lender and specified on its signature page hereto shall be converted into New Initial Revolving Commitments as of the Fourth Amendment Effective Date (as defined below) at the Fourth Amendment Effective Time pursuant to the provisions of Section 2.19 of the Credit Agreement and consents to all of the amendments set forth in Sections 2 and 3 hereof below. (b) By notifying the Administrative Agent and Non-Extending Lenders that hold Non-Extended Commitments pursuant to Section 2.19(e) of the Credit Agreement, the Borrower may elect to replace each such Non-Extending Lender with respect to such Non-Extended Commitments by the assignment (each, a “Replacement Assignment”) from each such Non-Extending Lender to the applicable Replacement Lender or Replacement Lenders, as Replacement Lender or Replacement Lenders, on the terms and conditions set forth in the Assignment and Assumption attached hereto as Annex I (the “Replacement Assignment and Assumption”), of all of each such Non-Extending Lender’s rights and obligations under the Credit Agreement (as in effect immediately prior to the Fourth Amendment Effective Time) with respect to all of such Non-Extending Lender’s Non-Extended Commitments as of the Fourth Amendment Effective Date (without giving effect to this Fourth Amendment) (the “Assigned Non-Extended Commitments”). Each such Non-Extending Lender that is so replaced is hereby deemed to have executed and delivered the Replacement Assignment and Assumption with respect to its Assigned Non-Extended Commitments as further set forth in Annex II, effective as of the Fourth Amendment Effective Date at the Fourth Amendment Effective Time, and the Administrative Agent shall be required to effectuate any Extension, record the assignment or assignments contemplated by such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) Replacement Assignment and Assumption in the case of a Revolver Extension, Register. Each Replacement Lender hereby by its signature hereto (i) the consent of each Lender agreeing is deemed to such Extension have entered into one or more Replacement Assignment and Assumptions with respect to all or a portion of the Non-Extended Commitments set forth opposite its Revolving Commitments name in Annex II (or, in the case of an Extension pursuant to clause (iv“Assumed Non-Extended Commitments”) of Section 2.28(b), the consent as of the assignee agreeing Fourth Amendment Effective Date at the Fourth Amendment Effective Time, (ii) agrees to pay on the Fourth Amendment Effective Date to each applicable Non-Extending Lender that has executed (or is deemed to have executed) the Replacement Assignment and Assumption to which such Replacement Lender is a party the obligations of the Borrower under the Credit Agreement (as in effect immediately prior to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of CreditFourth Amendment Effective Time) relating to such Non-Extending Lender’s Assumed Non-Extended Commitments owing to such Non-Extending Lender on the Fourth Amendment Effective Date (without giving effect to this Fourth Amendment) and (iiiii) agrees that the consent Assumed Non-Extended Commitments shall be converted into New Initial Revolving Commitments as of each Issuing Lender, which consent shall not be unreasonably withheld or delayed the Fourth Amendment Effective Date at the Fourth Amendment Effective Time pursuant to the provisions of Section 2.19 of the Credit Agreement and (B) in the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect consents to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary amendments set forth in this Agreement or Sections 2 and 3 hereof below. Each of the other Loan DocumentsAdministrative Agent, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement L/C Issuers, the Swing Line Lender and the other Loan Documents Borrower hereby by its signature hereto is deemed to have entered into the Replacement Assignment and Assumption as of the Fourth Amendment Effective Date at the Fourth Amendment Effective Time. (each, c) It is hereby agreed that this Fourth Amendment shall be deemed to be an “Extension Amendment”) with , the Borrower as may Initial Revolving Credit Commitments shall be necessary in order deemed to establish new tranches or sub-tranches or Classes in respect of Term Loans or be an “Existing Revolving Tranche”, “Existing Tranche” and “Existing Revolving Loans”, and the New Initial Revolving Commitments so extended shall be deemed to be an “Extended Revolving Tranche”, “Extended Tranche”, “Extended Revolving Commitments”, “Extended Revolving Loans” and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches or Classes“Extended Loans”, in each case on terms consistent with this Section 2.28. In additioncase, if so provided under and as defined in such Extension Amendment relating to a Revolver Extension and with the consent Credit Agreement for all purposes of the Issuing LendersCredit Agreement. (d) Each L/C Issuer party hereto and each Extending Lender, participations in including each Replacement Lender, hereby agrees that, notwithstanding the extension of the Existing Revolving Commitments, the Letters of Credit expiring (if any) outstanding on the Fourth Amendment Effective Date (without giving effect to this Fourth Amendment) shall remain outstanding, and each such Extending Lender, including each Replacement Lender, further agrees that it shall be bound by the applicable provisions of Section 2.03 of the Credit Agreement in respect thereof. (e) Notwithstanding any provision to the contrary in the Credit Agreement, the Borrower shall pay on or after before the Revolving Facility Maturity Fourth Amendment Effective Date all obligations of the Borrower under the Credit Agreement (as in effect immediately prior to the Fourth Amendment Effective Time) accrued thereunder until the Fourth Amendment Effective Date with respect to the Initial Revolving Commitments not so extended shall be re-allocated from Revolving Lenders holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Credit Commitments, be deemed to be participation interests in respect of such Extended the Initial Revolving Commitments Credit Loans (if any), the Swing Line Loans (if any) and the terms Letters of such participation interests Credit (including, without limitationif any) and owing to the Revolving Credit Lenders, the commission applicable thereto) shall be adjusted accordingly; Swing Line Lender 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 CommitmentsL/C Issuers, as applicable, in connection on the Fourth Amendment Effective Date (without giving effect to this Fourth Amendment) (such obligations, the “Prepaid Obligations”). For the avoidance of doubt, following the Fourth Amendment Effective Date, no further amounts shall become due and payable with either a Revolver Extension respect to the Prepaid Obligations paid by the Borrower on 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 before the Commitments of, and repay the Obligations owing to any such non-extending LenderFourth Amendment Effective Date.

Extension Amendment. The consent of the Administrative Agent Extended Revolving Commitments and New Revolving Commitments shall be required established pursuant to effectuate any Extensionan amendment (each, such consent an “Extension Amendment”) to this Agreement among the Borrower Agent, the Agent and each Extending Revolving Lender and each New Revolving Commitment Lender, if any, providing an Extended Revolving Commitment or a New Revolving Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Sections 2.27(a), (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Agent, receipt by the Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Second Amended Effective Date other than changes to such Extension with respect legal opinion resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Co-Collateral Agents in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof or the New Revolving Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents. The Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Revolving Commitments or the New Revolving Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Required Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Agent, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender, providing an Extended Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.16(a) (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.01 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Loan Tranche subject to an Extension Election to reflect a pari passu basis reduction in the principal amount of the Loans thereunder in an amount equal to the aggregate principal amount of the Extended Loans amended pursuant to the applicable Extension (with all such amount to be applied ratably to reduce scheduled repayments of such Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans or Extended DSR LC Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Loan Lender or Extending DSR LC Loan Lender, as applicable, providing an Extended Term Loan or Extended DSR LC Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 4.13.1 or Section 4.13.2 above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensioneach of the conditions set forth in Section 5.2 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date and the First Amendment Effective Date and other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Security Documents as may be unreasonably withheld reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or delayed and (B) in the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term LoansExtended DSR LC Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. All Extended 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 and Extended Revolving or DSR LC Commitments and (as applicable) of any or all obligations in respect thereof applicable Types be tendered. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended DSR LC Commitments, as applicable, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of Section 11.1 (without the consent of the Required Lenders called for therein) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 each case, in the reasonable opinion of the Administrative Agent and the Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition4.13, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Commitments and New Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Lender and each New Commitment Lender, if any, providing an Extended Commitment or a New Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in SECTIONS 2.27(a), such consent (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in SECTION 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Restatement Date other than changes to such Extension with respect legal opinion resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Commitments or the New Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary set forth in this Agreement extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments or the New Commitments, as the case may be, incurred pursuant thereto, and (ii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Lead Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any such Extension Amendment; provided, however, provided that such participation interests shall, upon receipt thereof by no changes or amendments under this clause (ii) which otherwise would have required the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect consent 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 Extending Lender with respect under the proviso to all or a portion SECTION 9.01 shall be made without the consent 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 Extending Lender.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and 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 other Loan Documents that are secured Extension Election by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and Extending Term Lenders and/or the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents Extending Revolving Credit Lenders) (each, an “Extension Amendment”) to this Agreement among the applicable Borrower, 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 Borrower provisions set forth in Section 2.16(a) or (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 4.03 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 2021 Amendment Effective Date (conformed as appropriate) other than changes to such legal 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 necessary reasonably requested by the Administrative Agent in order to establish new tranches or sub-tranches or Classes in respect of ensure that the Extended Term Loans or Extended Revolving Commitments so extended Credit Commitments, as applicable, are provided with the benefit of the applicable Loan 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, the other Loan Documents and the 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 or Extended Revolving Credit Commitments, as applicable, Incurred pursuant thereto, (ii) modify the scheduled repayments set forth in 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 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other amendments to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower in connection with applicable Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Loans and New Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender and each New Lender, if any, providing an Extended Loan or a New Loan, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.13(a), such consent (b) and (c) above (and shall not to be unreasonably withheld. No require the consent of any Lender other Person). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Sections 4.2(a) and (b) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Effective Date (other than changes to such Extension legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of 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 Loans or the New Loans, as the case may be, are provided with respect to all or a portion the benefit of its Revolving Commitments the applicable Loan Documents (orincluding, in the case of an Extension pursuant to clause (iv) of Section 2.28(b)the Mortgages, the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) mortgage amendments and (ii) 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 Extension date down endorsements with respect to all or a portion the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness of its Term Loans, as applicableeach Extension Amendment. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable Obligations under Extended Loans, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans or the New Loans, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Requisite Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Requisite Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, 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 2.22(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 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 Closing Date (conformed as appropriate) other than changes to such legal 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, 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 Credit 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 Loan Credit Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.10), (iii) modify the prepayments set forth in Section 2.11 and Section 2.12 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Credit 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.22, if so provided in such Extension Amendment relating and the Requisite Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Revolving Credit Lender providing an Extended Revolving Credit Commitment thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Sections 2.17(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary set forth in this Agreement or extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Revolving Credit Commitments incurred pursuant thereto and (ii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrowers, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.17, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Commitments and New Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Lender and each New Commitment Lender, if any, providing an Extended Commitment or a New Commitment, as applicable, thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.16(a), such consent (b) and (c) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent (to the consent of each Lender agreeing extent applicable) with those delivered on the Effective Date other than changes to such Extension with respect legal opinion resulting from a Change in Law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Commitments or the New Commitments, as the case may be, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments or the New Commitments, as the case may be, incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents (without the contrary set forth in this Agreement or consent of the Required Lenders) and (iii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with applicable Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classesthis Section, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, 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 2.15(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 5.2 and, to the extent reasonably requested by Administrative Agent, receipt by Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 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 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 4.4(b)), (iii) modify the prepayments set forth in Section 4.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrowers, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 2.15 (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 commission applicable thereto) Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Extension Amendment. In addition, any Extended Term Lender or Extended Revolving Lender shall be adjusted accordingly; become bound by the Re-Allocation Agreement in a manner satisfactory to the Administrative Agent, and provided, further, that the Borrower shall have Lenders and Issuing Lenders hereby authorize the right (without limitation of its rights pursuant Administrative Agent and the Collateral Agent to Section 2.28(b)(iv) above) enter into any amendment or supplement to (i) replace any nonthe Re-extending Lender with respect to all or a portion of its Loans or Commitments, Allocation Agreement as applicablethe Administrative Agent deemed as appropriate, 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, order to one or more other Eligible Assignees or (ii) terminate all or a portion of give effect to the Commitments of, and repay the Obligations owing to any such non-extending Lenderforegoing.

Extension Amendment. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.14(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative 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 Closing Date, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving CommitmentsAdministrative Agent and the Required Lenders, Revolving Loans and/or participations in Letters of Credit) and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld reasonably requested by the Administrative Agent or delayed and (B) the Required Lenders in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Agent, the Required Lenders and the Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.14, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender, providing an Extended Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.19(a) or (b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate the satisfaction on the date thereof (the “Extension Facility Closing Date”) of each of the following conditions: (x) except as otherwise agreed by the Extending Lenders, the representations and warranties of each Guarantor set forth in Article 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 Extension, other than representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (Aafter giving effect to any qualification therein) in all respects on such respective dates, (y) except as otherwise agreed by the case Extending Lenders, no Default shall exist or would result from the Extended Loan or from the application of a Revolver Extensionthe 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 consent of each Lender agreeing Effective Date (conformed as appropriate) other than changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in this Agreement or Section 2.04 with respect to any Existing Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Loans required pursuant to Section 2.04), (iii) modify the prepayments set forth in Section 2.10 to reflect the existence of the Extended Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.19, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among Borrowers, the Administrative Agent and each Extending Term Lender, providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.16(a) above, such consent (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extension, other than (A) in receipt by the case Administrative Agent of a Revolver Extension, (i) the consent of each Lender agreeing to such Extension with respect to all or a portion of its Revolving Commitments (orcustomary legal opinions, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) board resolutions and officers’ certificates and (ii) customary reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) Collateral Documents in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.05 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.05), (iii) modify the prepayments set forth in Section 2.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrowers, to effect the Borrower in connection with the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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. 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), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), each of the parties hereto agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent necessary to (a) 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 are secured by the Collateral on 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 pari passu basis with all other applicable Obligations under this Agreement result thereof), (b) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto and (c) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the other Loan Documentsapplication of prepayments with respect thereto. Notwithstanding anything else to the contrary set forth in this Agreement or Section 10.01, (a) each Extension Amendment may, without the consent of any other Loan DocumentsParty, the Lenders hereby irrevocably authorize each Agent to enter into or Lender, effect such amendments to this Agreement and the other 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 Borrower, to effect the provisions of this Section 2.16, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in connection consultation with the establishment Administrative Agent, incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such new tranches or sub-tranches existing Lenders of the applicable Class or Classes, in each case on terms consistent with under this Section 2.28clause (b), so long as the Administrative Agent reasonably agrees that such modification is favorable to the applicable Lenders. In additionconnection with any Extension Amendment, the Borrower shall, if so provided 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 Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Sections 2.16(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.16(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02(i) and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and Extended Revolving Commitments specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans of any or all obligations in respect thereof applicable Classes be tendered. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 1.13(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 2.3 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 1.8(a)), (iii) otherwise modify the prepayments set forth in Section 1.8 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition1.13, if so provided in such Extension Amendment relating and each Lender hereby expressly authorizes the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, 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 Sections 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 4.02 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 Closing Date (conformed as appropriate) other than changes to such legal 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or 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 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, 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 2.16(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 4.02 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 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Revolving Extension, (i) the consent of each Lender agreeing to such Extension with respect to all one or a portion 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all one or more of its Term Loans (or a portion of its Term Loansthereof), as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the The Lenders hereby irrevocably authorize each the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (each, an “Extension Amendment”) with the Borrower Co-Borrowers 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 in the reasonable opinion of the Administrative Agent and the Borrower Co-Borrowers in connection with the establishment of such new tranches or sub-tranches or Classestranches, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Revolving Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, 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 2.15(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 5.2 and, to the extent reasonably requested by Administrative Agent, receipt by Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 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 Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by 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 Loan Documents. 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 Loan Facility thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 4.4(b)), (iii) modify the prepayments set forth in Section 4.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrowers, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 2.15 (including, without limitation, such amendments as may be considered necessary or appropriate to integrate any Extended Term Loan as a new Term Loan Facility or any Extended Revolving Commitments as a new Revolving Facility), and the commission applicable thereto) Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Extension Amendment. In addition, any Extended Term Lender or Extended Revolving Lender shall be adjusted accordingly; become bound by the Re-Allocation Agreement in a manner satisfactory to Administrative Agent, and provided, further, that the Borrower shall have Lenders and Issuing Lenders hereby authorize Administrative Agent and Collateral Agent to enter into any amendment or supplement to the right (without limitation of its rights pursuant to Section 2.28(b)(iv) above) to (i) replace any nonRe-extending Lender with respect to all or a portion of its Loans or Commitments, Allocation Agreement as applicableAdministrative Agent deemed as appropriate, 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, order to one or more other Eligible Assignees or (ii) terminate all or a portion of give effect to the Commitments of, and repay the Obligations owing to any such non-extending Lenderforegoing.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, 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 2.18(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 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 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or 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 Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrowers, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 2.18 (including, without limitation, the commission applicable thereto) shall such amendments as may be adjusted accordingly; and provided, further, that the Borrower shall have the right (without limitation considered necessary or appropriate to integrate any new Class 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 Extended Revolving 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 Required Lenders hereby expressly authorize the Administrative Agent to enter into any such non-extending LenderExtension Amendment.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, 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 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 US-DOCS\122695800.10 minimum amount), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and (2), each of the parties hereto agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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; (iii) modify the prepayments set forth in this Agreement or Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in Borrower, to effect the provisions of this Section 2.16, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In additionBorrower shall, if so provided 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 Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Term Loans and/or Extended Revolving Commitments in accordance are provided with the 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 benefit of the Commitments of, and repay the Obligations owing to any such non-extending Lenderapplicable Loan Documents.

Extension Amendment. The consent of Extended Loans and Extended Commitments shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender, providing an Extended Loan or Extended Commitment thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Sections 2.16(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations Commitments, are provided with the benefit of the applicable Collateral 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 respect thereof its reasonable discretion). The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans and Extended Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.05(b) or 2.07 with respect to any Existing Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.05(b) and 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Loans and Extended Commitments and the application of prepayments (including prepayments occurring prior to the effective date of any Extension Amendment) with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders or the Required Revolving Lenders, as applicable, called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under established pursuant to one or more amendments (each, an “Extension Amendment”) to this Agreement among the 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 Sections 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 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, subject to the satisfaction of each of the conditions set forth in Section 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 Closing Date (conformed as appropriate) other than changes to such legal 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary 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 this Agreement or Section 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.08), (iii) modify the prepayments set forth in Section 2.06 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.15, if so provided in 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 relating and (B) consent to a Revolver Extension and with the consent transactions contemplated by this Section 2.15 (including, for the avoidance of the Issuing Lendersdoubt, participations in Letters payment of Credit expiring on interest, fees or after the Revolving Facility Maturity Date with respect to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 premiums in respect of such any Extended Term Loans or Extended Revolving Credit Commitments and on such terms as may be set forth in 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 relevant 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 LenderAmendment.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing to such Extension with respect to all one or a portion 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all one or more of its Term Loans (or a portion of its Term Loansthereof), as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches or Classestranches, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Extended Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof term loan commitments of Additional Extending Lenders shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Agent and each Extending Lender and each Additional Extending Lender, if any, providing an Extended Revolving Commitment, an Extended Term Loan, a new Revolving Credit Commitment, or a term loan commitment as applicable, thereunder, which shall be consistent with the provisions set forth in Sections 2.18(a), (b) 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 4.02 and, to the extent reasonably requested by the Agent, receipt by the Agent of legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary set forth in this Agreement extent necessary to (i) reflect the existence and terms of the Extended Revolving Commitments, the Extended Term Loans, the new Revolving Commitments, or the term loan commitments as the case may be, incurred pursuant thereto and (ii) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with the establishment of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 parBorrowers, to one or more other Eligible Assignees or (ii) terminate all or a portion effect the provisions of the Commitments of, and repay the Obligations owing to any such non-extending Lenderthis Section.

Extension Amendment. The consent of Extended Term Advances shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Advance thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Section 2.09(a) or (b) above, such consent respectively (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the Bring-Down Conditions and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Effective Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Advances are provided with the benefit of the applicable Loan 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 Term Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Advances of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on consent of any other Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Advances incurred pursuant thereto, (B) modify the scheduled repayments set forth in Section 2.03 with respect to any Existing Term Tranche subject to an Extension Election to reflect a pari passu basis reduction in the principal amount of the Term Advances thereunder in an amount equal to the aggregate principal amount of the Extended Term Advances amended pursuant to the applicable Extension (with all such amount to be applied ratably to reduce scheduled repayments of such Term Advances required pursuant to Section 2.03), (C) modify the prepayments set forth in Section 2.04 to reflect the existence of the Extended Term Advances and the application of prepayments with respect thereto, (D) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of Section 10.05(d) (without the consent of the Required Lenders called for therein) and (E) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.09, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender, providing an Extended Term Loan thereunder, which shall be required to effectuate any Extensionconsistent with the provisions set forth in Sections 2.14(a) 2.14(a) above, such consent (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date other than changes to such Extension with respect legal opinion resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Extended Term Loans, are provided with the benefit of the applicable Loan 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 applicableto the effectiveness of each Extension Amendment. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.03(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 pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.03(b) 2.03(b) and 2.052.05), (iii) modify the prepayments set forth in Section 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 applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.142.14, if so provided in such Extension Amendment relating and the Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.14(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in 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 Closing Date, other than (A) in the case of a Revolver Extension, (i) the consent of each Lender agreeing changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving CommitmentsAdministrative Agent, Revolving Loans and/or participations in Letters of Credit) and (ii) reaffirmation agreements and/or such amendments to the consent of each Issuing Lender, which consent shall not Collateral Documents as may be unreasonably withheld or delayed and (B) reasonably requested by the Administrative Agent in order to ensure that the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall be Obligations under 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.14, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the 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 Sections 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 4.02(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 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 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 Loan 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 Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on 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 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a pari passu basis 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 (with all such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other applicable Obligations under changes to this Agreement and the other Loan Documents. Notwithstanding anything else to Documents consistent with the contrary set forth in this Agreement or provisions and intent of the second paragraph of Section 10.01 (without the consent of any Agent and the Required Lenders called for therein) and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Lead Borrower, to effect the Borrower in connection with the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 Lender2.16.

Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else established pursuant to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents an amendment (each, an “Extension Amendment”) to this Credit Agreement among the Borrower, the Administrative Agent, 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 Borrower provisions set forth in Section 2.18(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 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 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 and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be necessary reasonably requested by the Administrative Agent in order to establish new tranches or sub-tranches or Classes in respect of ensure that the Extended Term Loans or Extended Revolving Commitments so extended Credit Commitments, as applicable, are provided with the benefit of the applicable Loan 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 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 2.06 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 (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.06), (iii) modify the prepayments set forth in Section 2.04 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower in connection with Borrower, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.18, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of Extended Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among the Company, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder, which shall be required to effectuate any Extension, such consent consistent with the provisions set forth in Section 2.16(a) above (but which shall not to be unreasonably withheld. No require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be required subject to effectuate any Extensionthe satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, other than (A) in to the case extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Revolver Extension, (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the consent of each Lender agreeing Closing Date (conformed as appropriate) other than changes to such Extension with respect legal opinions resulting from a change in law, change in fact or change to all or a portion counsel’s form of its Revolving Commitments (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(b), the consent of the assignee agreeing opinion reasonably satisfactory to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the consent Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Issuing Lender, which consent shall not be unreasonably withheld or delayed and (B) in Extension Amendment. Each of the case of a Term Loan Extension, the consent of each Lender agreeing to such Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under parties hereto hereby agrees that this Agreement and the other Loan Documents that are secured by may be amended pursuant to an Extension Amendment, without the Collateral on a pari passu basis with all consent of any other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else Lenders, to the contrary extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in this Agreement or Section 2.07 with respect to any Existing Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Loans required to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Loans amended pursuant to the applicable Extension (with such amount to be applied to reduce scheduled repayment of such Loans on the Maturity Date as required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Loans and the application of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other 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 Borrower in connection with Company, to effect the establishment provisions of such new tranches or sub-tranches or Classes, in each case on terms consistent with this Section 2.28. In addition2.16, if so provided in such Extension Amendment relating and the Required Lenders hereby expressly authorize the Administrative Agent to a Revolver Extension and with the 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 holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the terms of enter into any 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. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) in the case of a Revolver Extension, (i) the consent of each 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 consent of the assignee agreeing to the assignment of one or more Revolving Commitments, Revolving Loans and/or participations in Letters of Credit) and (ii) 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 Extension with respect to all or a portion of its Term Loans, as applicable. All Extended Term Loans and Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Notwithstanding anything else established pursuant to the contrary set forth in this Agreement or the other Loan Documents, the Lenders hereby irrevocably authorize each Agent to enter into amendments to this Agreement and the other Loan Documents an amendment (each, an “Extension Amendment”) with to this Agreement among 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 in the reasonable opinion of Borrower, the Administrative Agent and the Borrower in connection each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the establishment of such new tranches provisions set forth in Section 2.16(a) or sub-tranches or Classes2.16(b) above, in each case on terms consistent with this Section 2.28. In addition, if so provided in such Extension Amendment relating to a Revolver Extension and with respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the Issuing satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.02 (other than delivery of a Committed Loan Notice) 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 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 Loan 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 Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, participations in Letters of Credit expiring on or after to the Revolving Facility Maturity Date with respect extent (but only to Revolving Commitments not so extended shall be re-allocated from Revolving Lenders holding Revolving Commitments to Revolving Lenders holding Extended Revolving Commitments in accordance with the 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 theretoextent) 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) necessary to (i) replace any non-extending Lender reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to all or a portion of its Loans or Commitments, as applicable, in connection with either a Revolver Extension or a any Existing Term Loan Tranche subject to an Extension by having such Loans or Revolving Commitments (or any portion thereof) assigned, Election to reflect a reduction 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 the principal amount of the Commitments of, and repay Term Loans thereunder in an amount equal to the Obligations owing aggregate principal amount of the Extended Term Loans amended pursuant to any the applicable Extension (with such non-extending Lender.amount to be applied ratably to