Common use of Extension of Maturity Date Clause in Contracts

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Closing Maturity Date prior of any class of Loans and Commitments to the Maturity Dateextended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable class of Loans and Commitments that will be subject to the Extension (which shall be in minimum increments of $100,000,000 and a minimum amount of $500,000,000), (ii) set forth the Borrowers may request date on which such Extension is requested to extend become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the then-date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant class of Commitments to which such Extension relates. Each Lender of the applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period class shall be offered (an “Extension PeriodOffer”) an opportunity to participate in such Extension on a pro rata basis and on the date that is one year after same terms and conditions as each other Lender of such class pursuant to procedures established by, or reasonably acceptable to, the Existing Maturity Date Administrative Agent and the Borrower. Each Lender shall make a determination (the “Requested Maturity Date”); provided that the Borrowers may in its sole and absolute discretion) as to whether or not it will agree to extend the Maturity Date for as requested; provided, however, that failure by any Lender to make a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) timely response to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents Borrower’s request for an Extension shall be true deemed to constitute a refusal by such Lender to extend the Maturity Date. If the aggregate principal amount of Loans and correct Commitments in all material respects on and as respect of the date of such notice and as of the commencement date of which Lenders shall have accepted the relevant Extension Period Offer shall exceed the maximum aggregate principal amount of Commitments subject to the Extension Offer as if made on and as set forth in the Extension notice, then the Commitments of each date (or, if any Lenders of the applicable class shall be extended ratably up to such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing maximum amount based on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date respective principal amounts with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to such Lenders have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all accepted such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionExtension Offer.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 45 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Maturity Date with respect to all or part of their respective Commitments (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may Lenders extend the Maturity Date in accordance with this Section 2.21. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 9.02(b) other than that of the Required Lenders shall become effective unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a maximum two Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Lenders constituting the Required Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments constituting a majority of the aggregate Commitments, then, subject to paragraph (2d) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially of this Section, on the date specified in the form attached hereto Maturity Date Extension Request as Exhibit 2.8(a) the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each of the representations and warranties contained in Section 7 and in Maturity Date shall, as to the other Credit Documents Consenting Lenders, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments and Loans of the relevant Extension Period. Each LenderConsenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), acting shall be modified as set forth in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify Extension Request and (iii) such other modifications and amendments hereto specified in the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date Extension Request shall be deemed not (subject to have elected to extend any required approvals other than those of the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionRequired Lenders having been obtained) become effective.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (who shall promptly deliver a copy thereof to each of the Closing Date Lenders of the applicable Class) not less than thirty (30) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date Lenders of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Class extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the then Existing Maturity Date unless such other approvals have been obtained. In the event that a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender of the applicable Class agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and, each Lender of the applicable Class not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (c) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof, (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and Required Lenders) having been obtained) become effective. The Borrower, the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent Consenting Lenders shall enter into an amendment to this Agreement (an “Extension Agreement”) to effect such modifications as may be necessary to reflect the terms of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionMaturity Date Extension Request.

Extension of Maturity Date. (ai) On any anniversary The Borrower may, upon notice to the Administrative Agent (which shall promptly notify the applicable Class of Lenders or Additional Lenders, as applicable), request one or more extensions of the Closing Date prior maturity date applicable to the Maturity DateRevolving Commitments or Other Revolving Commitments, the Borrowers may request maturity date applicable to extend any Class of Term Loans or Other Term Loans, or the then-maturity date applicable Maturity Date to any Incremental Loans, as applicable, then in effect (such existing maturity date applicable to any Revolving Commitments or Other Revolving Commitments being the “Existing Revolving Maturity Date”, such existing maturity date applicable to any Class of Term Loans or Other Term Loans being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Loans being the “Existing Incremental Loan Maturity Date”) for an additional one-year period (an “Extension Period”) to the a date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) specified in such Extension Periodsnotice. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension Within 15 Business Days of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date delivery of such notice and (or such other period as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Borrower and the Administrative Agent in writing of its election to extend shall mutually agree upon), each applicable Revolving Lender, Term Lender or not to extend Additional Lender, as the Existing Maturity Date with respect to its Commitment. Any Lender which case may be, shall not timely notify the Borrowers and the Administrative Agent of its election whether it consents to extend such extension (which consent may be given or withheld in such Revolving Lender’s, Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Revolving Lender, Term Lender or Additional Lender, as applicable, not responding within the Existing Maturity Date above time period shall be deemed not to have elected consented to extend such extension. The Administrative Agent shall promptly notify the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers Borrower and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such applicable Revolving Lenders, collectivelyTerm Lenders and/or the Additional Lenders of such Revolving Lenders’, Term Lenders’ or the “Terminating Additional Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension’ responses, as applicable.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. (a) On At any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent time not less than 30 days and not more earlier than 90 days prior to any the anniversary date of this agreement in each year nor later than 60 days prior to the anniversary date of this agreement in each year, the Borrower may, by written request to the Administrative Agent (the “Extension Request”), request that this agreement be amended to extend the then current Maturity Date to a date up to one year later than the then current Maturity Date. A copy of the Closing Date, so long as (i) Extension Request shall be provided by the Administrative Agent to each of the representations and warranties contained Lenders in accordance with Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period14.18. Each LenderLender may, acting in its sole discretiondiscretion and regardless of whether or not there is any Default hereunder, shallby written notice to the Administrative Agent (the “Extension Response Notice”), not later than a date 30 25 days after its receipt of the Extension Request (the “Extension Response Period”), approve or decline the Extension Request. If any Lender does not provide an Extension Response Notice within the Extension Response Period, such notice from Lender shall be deemed to have declined the Administrative AgentExtension Request. If the Majority Lenders approve the Extension Request, notify the Borrowers and the Administrative Agent in writing shall notify the Borrower and the Lenders of its election to extend or not to extend such approval and confirm the Existing new Maturity Date, which new Maturity Date with respect to its Commitmentshall become effective on and from the then current Maturity Date. Any Lender which shall If the Majority Lenders do not timely notify approve the Borrowers and Extension Request, the Administrative Agent of its election to extend shall notify the Existing Borrower and the Lenders and the Maturity Date shall not be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionextended.

Extension of Maturity Date. The Borrower may, by written request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “Existing Effective Maturity Date”) for an additional one-year period request (an “Extension PeriodRequest”) that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension Response Date”) which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (with a copy to the Agent) whether or not it consents to such Extension Request (which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided, that any Lender that fails to so advise the Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary contemplated by an Extension Request shall become effective as of the Closing applicable Effective Maturity Date; provided, so long as that (i) all of the Lenders shall have consented to such Extension Request; and (ii) (x) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice Extension Request or on such Effective Maturity Date and as (z) on each of the commencement date of the relevant such Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request and such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Effective Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectivelyDate, the “Terminating Lenders”). The election Agent shall have received a certificate of any Lender the Borrower as to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthe matters set forth in clauses (x) and (y) above.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders and the Issuing Banks) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders and the Issuing Banks extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that the Borrowers Borrower may extend not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), (iii) specify the amount of Commitments of Consenting Lenders extended to such new Maturity Date required for effectiveness and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree or not agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum two amount of its Commitment and, if such Lender (2or a designated Affiliate of such Lender) is then serving as an Issuing Bank, the LC Sublimit applicable to such Lender (or its designated Affiliate), with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Periods. The Borrowers may make Request shall have been delivered by the Borrower (which shall be no shorter than three Business Days following the delivery of such request in request) (it being understood (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a notice given as herein provided Declining Lender and substantially (y) that, in the form attached hereto case of any Lender then serving (or whose designated Affiliate is then serving) as Exhibit 2.8(aan Issuing Bank, (I) the LC Sublimit applicable to such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.19, the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its LC Sublimit will be the Maturity Date in respect of such LC Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each the Existing Maturity Date of the representations and warranties contained in Section 7 and in applicable Commitments shall, as to the other Credit Documents Consenting Lenders, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments of the relevant Consenting Lenders (including interest and fees payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Period. Each LenderRequest, acting (iii) such other modifications and amendments hereto specified in its sole discretionthe Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, shall, except that any such other modifications and amendments that do not later than a date 30 days after its receipt take effect until the Existing Maturity Date shall not require the consent of any such notice from Lender other than the Administrative Agent, notify Consenting Lenders) become effective and (iv) in the Borrowers and the Administrative Agent in writing case of its election to extend any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Commitment. Any Lender which LC Sublimit, or shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Commitment (any Lender who timely notifies LC Sublimit, such Issuing Bank shall not have the Borrowers and the Administrative Agent of an election not obligation to issue, amend, extend or fails increase Letters of Credit following the Extension Effective Date, if after giving effect to timely notify any such issuance, amendment, extension or increase, the Borrowers and LC Exposure attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the Administrative Agent date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its election being referred to as a “Terminating Lender” and all LC Sublimit would exceed the extended portion (if any) of such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionLC Sublimit.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and not more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request to extend the then-applicable an extension of such Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit H, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained Maturity Date then in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agenteffect, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to extend or not extend the Existing Maturity Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected the date which is 30 days prior to extend the Existing Maturity Date then in effect. If the Supermajority Lenders shall approve in writing the extension of the Maturity Date requested in such Extension Request, the Maturity Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.24 shall be for a maximum of 364 days and (ii) the Commitment of any Lender which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to the Maturity Date then in effect (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Maturity Date in effect on the date of such Extension Request (such Maturity Date, if any, referred to as the "Commitment Expiration Date" with respect to its Commitment such Objecting Lender). If not less than 30 days and not more than 60 days prior to the Maturity Date then in effect, the Supermajority Lenders shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (any Lender who timely notifies y) the Borrowers Lenders and the Administrative Agent Borrower of an election not any extension of the Maturity Date pursuant to extend or fails to timely notify this Section 2.24 and (z) the Borrowers Borrower and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election any other Lender of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionwhich becomes an Objecting Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and no more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Company may request to extend the then-applicable an extension of such Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) by submitting to the date that is one year after Agent an Extension Request containing the Existing Maturity Date (information in respect of such extension specified in Exhibit 2.20, which the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension PeriodsAgent shall promptly furnish to each Bank. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent Each Bank shall, not less than 30 days and not more than 90 60 days prior to the Maturity Date then in effect, notify the Company and the Agent of its election (in its sole and absolute discretion) to extend or not extend the Maturity Date as requested in such Extension Request. Notwithstanding any anniversary provision of this Agreement to the contrary, any notice by any Bank of its willingness to extend the Maturity Date shall be revocable by such Bank in its sole and absolute discretion at any time prior to the date that is 30 days prior to the Maturity Date then in effect. If all Banks shall approve in writing the extension of the Closing DateMaturity Date requested in such Extension Request, so long as the Maturity Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each of the representations and warranties contained in extension pursuant to this Section 7 and in the other Credit Documents 2.20 shall be true and correct in all material respects on and as for a maximum of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) 364 days and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall not be deemed extended beyond the second anniversary of the original Maturity Date. If, not less than 30 days and not more than 60 days prior to have elected to extend the Existing Maturity Date with respect then in effect, all Banks shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be extended pursuant to its Commitment (any Lender who timely notifies such Extension Request. The Agent shall promptly notify the Borrowers Banks and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election Company of any Lender extension of the Maturity Date pursuant to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthis Section 2.20.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Business Day occurring at least thirty (30) calendar days but no more than sixty (60) calendar days prior to the Stated Maturity DateDate then in effect, the a Responsible Officer of Borrowers may submit to Administrative Agent, on behalf of such Borrowers and in accordance with Section 11.4, a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to extend the Administrative Agent Stated Maturity Date then in effect to a date occurring three hundred sixty-four (364) days after such Stated Maturity Date or, if such date is not less than 30 days and not more than 90 days prior to any anniversary a Business Day, the immediately preceding Business Day. Submission by the Borrowers of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents an Extension Request shall be true and correct deemed to be a restatement in all material respects on of each representation and warranty made by such Borrowers in Section 7 as of the date of such notice Extension Request. Upon receipt of an Extension Request, Administrative Agent and as of the commencement date of the relevant Extension Period as if made on and as of each date (orLender shall determine, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shallwhether to consent to such Extension Request. If such consent is granted by Administrative Agent and the Lenders, not later than a (a) Administrative Agent shall provide such requesting Borrowers with notice of Administrative Agent’s and such Lenders’ consent to such Extension Request; (b) as of the date 30 days after of such Extension Notice, all references to the Stated Maturity Date in this Credit Agreement shall be deemed to be references to the Stated Maturity Date as extended by the Extension Request; (c) if the Extension Notice indicates that either such term is to be amended, as of the date of such Extension Notice, each of the definitions of the terms “Applicable Rate” and “Unused Commitment Fee” appearing in Section 1.1 shall be deleted and replaced in its entirety with the new definition for such term set forth in the Extension Notice; and (d) within five (5) Business Days of the applicable Borrowers’ receipt of any the Extension Notice, such notice from Borrowers shall pay an extension fee to Administrative Agent for the benefit of the Lenders in an amount equal to 25 basis points (0.25%) of each such Lender’s Commitment as of the date on which such Borrowers receive such Extension Notice. If Administrative Agent, notify acting on behalf of the Lenders, does not provide the applicable Borrowers with notice of its and the Administrative Agent in writing of its election Lenders’ consent to extend an Extension Request on or not prior to extend the Existing Stated Maturity Date with respect then in effect, such Extension Request shall be deemed to its Commitment. Any Lender which shall not timely notify have been denied by the Borrowers and the Administrative Agent of its election to extend the Existing Lenders, such Stated Maturity Date shall not be deemed extended and such Borrowers shall not be permitted to have elected to extend the Existing Maturity Date with respect to its Commitment (submit any Lender who timely notifies the Borrowers subsequent Extension Requests. If Administrative Agent and the Administrative Agent of an election not Lenders consent to extend or fails to timely notify the applicable Borrowers’ initial Extension Request, such Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionmay submit no more than one (1) subsequent Extension Request.

Extension of Maturity Date. (a) On The Borrower may, by written notice to the Administrative Agent (such notice being an “Extension Notice”) given at any anniversary of the Closing Date time, from time to time but in any event, no later than forty-five (45) days prior to the Maturity Date then in effect (the date of such notice, the “Notice Date”), request the Lenders to extend the then applicable Maturity Date to a date specified in the Extension Notice (the “Extended Maturity Date”). The Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Administrative Agent whether it wishes to extend the then applicable Maturity Date no later than twenty (20) days after the Notice Date, and any such notice given by a Lender to the Administrative Agent, once given, shall be irrevocable as to such Lender. The Administrative Agent shall promptly notify the Borrower of each Lender’s notice that it wishes to extend (each, an “Extension Acceptance Notice”). Any Lender which does not expressly notify the Administrative Agent during such twenty day period that it wishes to so extend the then applicable Maturity Date shall be deemed to have rejected the Borrower’s request for extension of such Maturity Date. Lenders consenting to extend the then applicable Maturity Date are hereinafter referred to as “Continuing Lenders”, and Lenders declining to consent to extend such Maturity Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in their sole and absolute discretion) to so extend the Maturity Date, the Borrowers may request to extend Administrative Agent shall notify the then-applicable Maturity Date Borrower of such election by such Required Lenders no later than five (5) days after the “Existing Maturity Date”) for an additional one-year period (an “date when Extension Period”) Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Borrower (the “Extension of Date”), the Maturity Date Request”) shall be automatically and immediately so extended to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary Extended Maturity Date. No extension will be permitted hereunder without the consent of the Closing Date, so long as Required Lenders and in no event shall the period from the Extension Date to the Extended Maturity Date exceed five (i5) each years. Upon the delivery of an Extension Notice and upon the extension of the representations and warranties contained in Maturity Date pursuant to this Section 7 and in 2.6, the other Credit Documents Borrower shall be true deemed to have represented and correct in all material respects warranted on and as of the date of such notice Notice Date and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific dateDate, as of such specific date) and (ii) the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not obligation to extend the Existing Maturity Date with respect to Date, and each Lender may at its Commitment. Any Lender which shall not timely notify the Borrowers option, unconditionally and the Administrative Agent of its election without cause, decline to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionDate.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Closing Date prior to Lenders), not less than 60 days in advance of the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date in effect at such time (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders extend the Existing Maturity Date (to the “Requested Maturity Date”); provided that the Borrowers may extend the first anniversary of such Existing Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty date is expressly stated to have been made as of not a specific dateBusiness Day, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Periodimmediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a date 30 days after its receipt of any such notice from Business Day, the Administrative Agentimmediately following Business Day (the “Response Date”), notify the Borrowers and advise the Administrative Agent in writing of its election to extend whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date with respect is referred to its Commitment. Any herein as a “Non-extending Lender”; provided, that any Lender which shall that does not timely notify the Borrowers and advise the Administrative Agent of its election consent to extend such requested extension by the Existing Maturity Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the be a Non-extending Lender. The Administrative Agent of an election not to extend or fails to timely shall notify the Borrowers and Borrower, in writing, of the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, ’ elections promptly following the “Terminating Lenders”)Response Date. The election of any Lender to agree to a requested such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to such requested extensionany request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.

Extension of Maturity Date. (a) On any anniversary Each Revolving Credit Lender’s Revolving Credit Commitment may be extended, if at the time (i) the conditions specified in Section 4.02 are met and (ii) the representations and warranties contained in Section 5.05(b) and 5.06 are true and correct in all material respects, in the manner set forth in this Section 2.17, on not more than two occasions, for a period of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (date on which the “Requested Maturity Date”); provided Revolving Credit Commitment of such Revolving Credit Lender would have been terminated. If the Company wishes to request an extension of each Revolving Credit Lender’s Revolving Credit Commitment, it shall give notice to that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) effect to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the date that the Company desires that such extension take effect (the “Extension Date”, which Extension Date shall not be earlier than the date that is four years prior to the then applicable Maturity Date of the Closing DateRevolving Credit Commitments, so long as (i) such that, for the avoidance of doubt, the remaining term of the Revolving Credit Commitments after giving effect to such extension shall in no event exceed five years at any time), whereupon the Administrative Agent shall promptly notify each of the representations and warranties contained in Section 7 and in the other Revolving Credit Documents shall be true and correct in all material respects on and as of the date Lenders of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any request. Each Revolving Credit Lender wishing to extend shall respond affirmatively to such representation and warranty is expressly stated to have been made as of a specific date, as request within 15 days of such specific date) and request (ii) no Default or Event of Default shall have occurred and be continuing on such longer period as the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing of its election may reasonably agree) to the Administrative Agent. If any Revolving Credit Lender shall not have responded affirmatively within such 15-day period (or such longer period, if applicable), such Revolving Credit Lender shall be deemed to have rejected the Company’s proposal to extend or not its Revolving Credit Commitment, and only the Revolving Credit Commitments of those Revolving Credit Lenders which have responded affirmatively shall be extended, subject to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and receipt by the Administrative Agent of its election counterparts of an extension agreement in form reasonably satisfactory to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of and the Company (an election not to extend or fails to timely notify “Extension Agreement”), duly completed and signed by the Borrowers and Company, the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, of the “Terminating Lenders”)Revolving Credit Lenders which have responded affirmatively. The election Administrative Agent shall provide to the Company, no later than 10 days prior to the Extension Date for any such request, a list of the Revolving Credit Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and no extension of the Revolving Credit Commitments pursuant to this Section 2.17 shall be legally binding on any Lender to agree to party hereto unless and until such Extension Agreement is so executed and delivered by Revolving Credit Lenders having at least a requested extension shall not obligate any other Lender to agree to such requested extensionmajority of the aggregate amount of the Revolving Credit Commitments.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders and the Issuing Banks) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments of any Class (as defined below) hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after applicable Lenders and the Issuing Banks extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that the Borrowers Borrower may extend not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the Class of Commitments and the date to which the Maturity Date for is sought to be extended; provided that such date is no more than one calendar year from the latest then-scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) of the applicable Class extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to Section 10.2(b) shall become effective prior to the then existing Maturity Date unless such other approvals having been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable Class shall have the right to agree or not agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender” and the Commitments of each group of Consenting Lenders (as so extended) and the Commitments of each group of Declining Lenders (not so extended) shall be considered separate “classes” (each, a “Class”)), which right may be exercised by written notice thereof, specifying the maximum two amount of its Commitment and, if such Lender (2or a designated Affiliate of such Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Periods. The Borrowers may make Request shall have been delivered by the Borrower (it being understood (x) that any Lender that shall have failed to exercise such request in right as set forth above shall be deemed to be a notice given as herein provided Declining Lender and substantially (y) that, in the form attached hereto case of any Lender then serving (or whose designated Affiliate is then serving) as Exhibit 2.8(aan Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each the Existing Maturity Date of the representations and warranties contained in Section 7 and in applicable Commitments shall, as to the other Credit Documents Consenting Lenders, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments of the relevant Consenting Lenders (including interest and fees payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Period. Each LenderRequest, acting (iii) such other modifications and amendments hereto specified in its sole discretionthe Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) have been obtained, shall, except that any such modifications and amendments that do not later than a date 30 days after its receipt take effect until the Existing Maturity Date shall not require the consent of any such notice from Lender other than the Administrative Agent, notify Consenting Lenders) become effective and (iv) in the Borrowers and the Administrative Agent in writing case of its election to extend any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Commitment. Any Lender which Issuing Bank Sublimit, or shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Commitment (any Lender who timely notifies Issuing Bank Sublimit, such Issuing Bank shall not have the Borrowers and the Administrative Agent of an election not obligation to issue, amend, extend or fails increase Letters of Credit following the Extension Effective Date, if after giving effect to timely notify any such issuance, amendment, extension or increase, the Borrowers and Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have an expiration date after the Administrative Agent date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its election being referred to as a “Terminating Lender” and all Issuing Bank Sublimit would exceed the extended portion (if any) of such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionIssuing Bank Sublimit.

Extension of Maturity Date. (a) On The Borrower may, by written notice to the Administrative Agent (such notice being an “Extension Notice”) given at any anniversary of the Closing Date time, from time to time but in any event, no later than 45 days prior to the Maturity Date then in effect (the date of such notice, the “Notice Date”), request the Lenders to extend the then applicable Maturity Date to a date specified in the Extension Notice (the “Extended Maturity Date”). The Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Administrative Agent whether it wishes to extend the then applicable Maturity Date no later than twenty days after the Notice Date, and any such notice given by a Lender to the Administrative Agent, once given, shall be irrevocable as to such Lender. The Administrative Agent shall promptly notify the Borrower of each Lender’s notice that it wishes to extend (each, an “Extension Acceptance Notice”). Any Lender which does not expressly notify the Administrative Agent during such twenty day period that it wishes to so extend the then applicable Maturity Date shall be deemed to have rejected the Borrower’s request for extension of such Maturity Date. Lenders consenting to extend the then applicable Maturity Date are hereinafter referred to as “Continuing Lenders”, and Lenders declining to consent to extend such Maturity Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in their sole and absolute discretion) to so extend the Maturity Date, the Borrowers may request to extend Administrative Agent shall notify the then-applicable Maturity Date (Borrower of such election by such Required Lenders no later than five days after the “Existing Maturity Date”) for an additional one-year period (an “date when Extension Period”) Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Borrower (the “Extension of Date”), the Maturity Date Request”) shall be automatically and immediately so extended to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary Extended Maturity Date. No extension will be permitted hereunder without the consent of the Closing Date, so long as (i) each Required Lenders and in no event shall the period from the Extension Date to the Extended Maturity Date exceed five years. Upon the delivery of an Extension Notice and upon the extension of the representations and warranties contained in Maturity Date pursuant to this Section 7 and in 2.6, the other Credit Documents Borrower shall be true deemed to have represented and correct in all material respects warranted on and as of the date of such notice Notice Date and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific dateDate, as of such specific date) and (ii) the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not obligation to extend the Existing Maturity Date with respect to Date, and each Lender may at its Commitment. Any Lender which shall not timely notify the Borrowers option, unconditionally and the Administrative Agent of its election without cause, decline to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionDate.

Extension of Maturity Date. The Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Revolving Lenders agree to extend the Maturity Date by one (a1) On any anniversary of year. The Borrower may exercise such right only by executing and delivering to the Closing Date Administrative Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the current Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity DateRequest”); provided that . The Administrative Agent shall notify the Borrowers may extend Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for a maximum two one (21) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to year effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Extension Request and payment of the fee referred to in the following clause (ii): (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date except to the extent that such representations and warranties expressly relate solely to an earlier date (or, if any in which case such representation representations and warranty is expressly stated to warranties shall have been made as of a specific date, true and correct in all material respects on and as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (ii) no Default or Event of Default the Borrower shall have occurred and paid to Administrative Agent for the ratable account of each of the Lenders a fee equal to 0.15% of the amount of the Aggregate Revolving Commitment on the effective date of the extension (which fee shall be continuing fully earned on the date of such notice and as of the commencement date of Administrative Agent receives the relevant Extension PeriodRequest pursuant to this Section 2.19). Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt At any time prior to the effectiveness of any such notice from extension, upon the Administrative Agent’s request, notify the Borrowers and Borrower shall deliver to the Administrative Agent in writing of its election to extend a certificate from the chief executive officer or not to extend chief financial officer certifying the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being matters referred to as a “Terminating Lender” in the immediately preceding clauses (i)(A) and all such Lenders, collectively, the “Terminating Lenders”(i)(B). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary The Company may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Closing Date prior to Lenders), in advance of the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date with respect to any Facility, as in effect at such time (the an “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to such Facility, request that the date that is one year after the Lenders extend such Existing Maturity Date (each, an “Extension”) to any date that it shall select (such date, the “Requested Extended Maturity Date”; any Term Facility so extended, an “Extended Term Facility,” any Revolving Credit Facility so extended, an “Extended Revolving Credit Facility” and, together with any Extended Term Facility, an “Extended Facility”; and any Revolving Credit Commitments so extended, “Extended Revolving Credit Commitments”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date specified by the Company in such Extension Request, or if such date is not a date 30 days after its receipt of any such notice from Business Day, the Administrative Agentimmediately following Business Day (the “Response Date”), notify the Borrowers and advise the Administrative Agent in writing of its election to extend whether or not such Xxxxxx agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the an Existing Maturity Date with respect is referred to its Commitment. Any herein as a “Non-Extending Lender”; provided, that any Lender which shall that does not timely notify the Borrowers and advise the Administrative Agent of its election consent to extend such requested extension by the Existing Maturity Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the be a Non-Extending Lender. The Administrative Agent of an election not to extend or fails to timely shall notify the Borrowers and Company, in writing, of the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, ’ elections promptly following the “Terminating Lenders”)Response Date. The election of any Lender to agree to a requested extension such an Extension shall not obligate any other Lender to agree to such requested extensionso agree.

Extension of Maturity Date. (a) On any anniversary The Borrower may from time to time, pursuant to the provisions of this Section 2.11, without the consent of the Closing Date prior to the Maturity DateAdministrative Agent, the Borrowers may request Majority Lenders, the Combined Majority Lenders or the Combined Term Majority Lenders, agree with one or more Lenders to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension period of Maturity Date Request”) to the Administrative Agent not less than 30 days six months then applicable to such Lender’s Loan, and not more than 90 days prior to any anniversary of otherwise modify the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt economic terms of any such notice Loans or any portion thereof (including, without limitation, by modifying the interest rate or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.11, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension Offer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative AgentAgent (for distribution to the applicable Lenders), notify no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the Borrowers maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.11. In connection with any Extension, each applicable Lender wishing to participate in writing of its election such Extension shall, prior to extend or not to extend the Existing Maturity Date such due date, provide Administrative Agent with respect to its Commitmenta written notice thereof. Any Lender which shall that does not timely notify respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date applicable due date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all rejected such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionExtension.

Extension of Maturity Date. The Borrower shall have the right, exercisable two (a2) On any anniversary of times for the Closing Facility, to request that the Administrative Agent and the Revolving Lenders agree to extend the Maturity Date by a six-month period. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the current Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity DateRequest”); provided that . The Administrative Agent shall notify the Borrowers may extend Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to six-month period effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Extension Request and payment of the fee referred to in the following clause (ii): (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or, if any such representation to the extent qualified by materiality or Material Adverse Effect, in all respects) on and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (ii) no Default or Event of Default the Borrower shall have occurred and paid to Administrative Agent for the ratable account of each of the Lenders a fee equal to 0.0625% of the amount of the Aggregate Revolving Commitment on the effective date of the extension (which fee shall be continuing fully earned on the date of such notice and as of the commencement date of Administrative Agent receives the relevant Extension PeriodRequest pursuant to this Section 2.19). Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt At any time prior to the effectiveness of any such notice from extension, upon the Administrative Agent’s request, notify the Borrowers and Borrower shall deliver to the Administrative Agent in writing of its election to extend a certificate from the chief executive officer or not to extend chief financial officer certifying the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being matters referred to as a “Terminating Lender” in the immediately preceding clauses (i)(A) and all such Lenders, collectively, the “Terminating Lenders”(i)(B). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (who shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Final Maturity Date for the applicable Class of Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall specify (i) the applicable Class of Loans hereunder to be extended, (ii) the date to which the applicable Final Maturity Date is sought to be extended, (iii) the changes, if any, to the Applicable Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Loans extended to such new Final Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos in Section 12.02(a) shall become effective prior to the then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable Class shall have the right to agree to the extension of the Existing Maturity Date for such Class and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum principal amount of the Loans of such Class of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Final Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Loans of the applicable Class, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Loans of such Class, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Loans shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the applicable Loans of the Consenting Lenders (including interest and fees payable in respect thereof) shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to its Commitment. Any Lender which shall such Xxxxxx agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. The Borrower in its sole discretion may request that the Administrative Agent and the Lenders extend (ai) On any anniversary of the Closing Original Maturity Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable First Extended Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided by executing and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivering to the Administrative Agent not less than 30 days and at least forty-five (45) days, but not more than 90 days ninety (90) days, prior to the Original Maturity Date, a written request for such extension (the “First Extension Option”) and (ii) the First Extended Maturity Date to the Second Extended Maturity Date by executing and delivering to the Administrative Agent at least forty-five (45) days, but not more than ninety (90) days, prior to the First Extended Maturity Date, a written request for such extension (the “Second Extension Option”). The Administrative Agent shall forward to each Lender a copy of any anniversary such request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the Closing following conditions, the Maturity Date shall be extended to the First Extended Maturity Date or the Second Extended Maturity Date, so long as then applicable: (ia) each immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (b) the Borrower shall have paid the applicable Fees payable under Section 3.5(e) no later than (1) the Original Maturity Date (provided that no such Fee shall be payable if Borrower rescinds the extension request prior to the Original Maturity Date) with respect to the First Extension Option and (2) the First Extended Maturity Date (provided that no such Fee shall be payable if Borrower rescinds the extension request prior to the First Extended Maturity Date) with respect to the Second Extension Option, and (c) all representations and warranties contained made or deemed made by any Loan Party in Section 7 any Loan Document to which any such Loan Party is a party are true and correct in all material respects (except in the other Credit Documents case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such extension (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and (ii) no Default or Event of Default shall have occurred except for changes in factual circumstances specifically and be continuing on expressly permitted under the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”Loan Documents). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 45 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Third Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 9.2(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each Lender shall have the right (but not the obligation) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the Commitments of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall be deemed not to have elected to extend require the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election consent of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthan the Consenting Lenders) become effective.

Extension of Maturity Date. The Borrower may, by delivering an Extension Request to the Administrative Agent (awho shall promptly deliver a copy to each of the Lenders), not less than 30 days (but not more than 60 days) On in advance of any anniversary of the Closing Effective Date prior to (each such anniversary date following an Extension Request, an “Extension Date”), request that the Maturity Date, the Borrowers may request to Lenders extend the then-applicable Revolving Credit Maturity Date in effect at such time (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the first anniversary of such Existing Maturity Date (the “Requested Maturity Date”); provided that after giving effect to such extension, the Borrowers may extend the Revolving Credit Maturity Date for a maximum two (2) such Extension Periods. The Borrowers so extended may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less be later than 30 days and not more than 90 days prior to any fifth anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension PeriodDate. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a date 30 days after its receipt of any such notice from Business Day, the Administrative Agentimmediately following Business Day (the “Response Date”), notify the Borrowers and advise the Administrative Agent in writing of its election to extend whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date with respect is referred to its Commitment. Any herein as a “Non-extending Lender”; provided, that any Lender which shall that does not timely notify the Borrowers and advise the Administrative Agent of its election consent to extend such requested extension by the Existing Maturity Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the be a Non-extending Lender. The Administrative Agent of an election not to extend or fails to timely shall notify the Borrowers and Borrower, in writing, of the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, ’ elections promptly following the “Terminating Lenders”)Response Date. The election of any Lender to agree to a requested such an extension shall not obligate any other Lender to agree so agree. The Revolving Credit Maturity Date may be extended no more than two times pursuant to such requested extensionthis Section 2.25.

Extension of Maturity Date. (a) On any anniversary The Borrower shall have the right once each calendar year to request one-year extensions of the Closing Maturity Date prior of the Revolving Loans and/or the Term Loans, respectively (or such later respective dates to which the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”may be extended as provided herein); , provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have has occurred and be continuing on the date of is then continuing. The Borrower shall request such extension by written notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and to the Administrative Agent in writing delivered (a) no earlier than thirty (30) days prior to the first anniversary of its election the Effective Date and (b) no later than thirty (30) days prior to extend or not the original Maturity Date (or, as applicable, the extended Maturity Date) of the applicable Loans; provided that such notice is delivered no earlier than sixty (60) days prior to the original Maturity Date (or, as applicable, the extended Maturity Date) of the applicable Loans. Each request to extend the Existing Maturity Date with respect to its Commitment. Any Lender which of the Revolving Loans shall not timely notify require the Borrowers consent of Lenders having Revolving Loans representing more than 50% of the sum of the then aggregate outstanding principal amount of the Revolving Loans and unused Revolving Commitments; provided that the Revolving Commitment of, and the Administrative Agent portion of its election the total Revolving Loans held or deemed held by, any Defaulting Lender shall be excluded for the purposes of making a determination of the requisite Lenders having Revolving Loans and unused Revolving Commitments. Each request to extend the Existing Maturity Date of the Term Loans shall require the consent of Lenders having Term Loans representing more than 50% of the then aggregate outstanding principal amount of the Term Loans; provided that the portion of the total Term Loans held or deemed held by any Defaulting Lender shall be deemed excluded for the purposes of making a determination of the requisite Lenders having Term Loans. No Lender of Revolving Loans shall have any obligation to consent to an extension of the Maturity Date of the Revolving Loans and, if any Lender or Lenders of Revolving Loans do not consent to such an extension, the Revolving Commitments of such non-consenting Lender or Lenders shall terminate, and their Revolving Loans shall be due, in each case, on the then effective Maturity Date of the Revolving Loans without giving effect to such extension. No Lender of Term Loans shall have elected any obligation to consent to an extension of the Maturity Date of the Term Loans and, if any Lender or Lenders of Term Loans do not consent to such an extension, their Term Loans shall be due on the then effective Maturity Date of the Term Loans without giving effect to such extension. If any Lender does not consent to a request to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectivelyDate, the “Terminating Lenders”). The election Borrower may, at its own expense, replace such non-consenting Lender pursuant to the provisions of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionSection 2.19.

Extension of Maturity Date. At least sixty (a60) On any anniversary of the Closing Date days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any first anniversary of the Closing Date, so long as (i) the Borrower may, by notice to Agent, request that Agent and each Lender review whether or not it is willing to extend the Maturity Date. In the event and to the extent that the Agent and all of the representations Required Lenders agree, in their respective sole and warranties contained in Section 7 absolute discretion, to extend the Maturity Date on such terms and in the other Credit Documents conditions as shall be true acceptable to the Agent and correct in all material respects on and as of the date of Required Lenders, in their respective sole and absolute discretion, then the Agent shall so advise the Borrower. If the terms and conditions to such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orextension are acceptable to Borrower, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole and absolute discretion, shall, not later than a date 30 days after its receipt of any then the Borrower shall so notify the Agent within the time period set forth in such notice from to the Administrative AgentBorrower and, notify provided that all of the Borrowers and conditions to the Administrative Agent effectiveness of such extension as set forth in writing of its election such notice to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify Borrower are satisfied, the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not extended pursuant to such terms and conditions and the provisions of this Section. Notwithstanding the foregoing or anything else to the contrary, the Agent and each Lender shall have elected the right to refuse to extend the Existing Maturity Date with respect for any reason or for no reason whatsoever. If the Maturity Date is extended pursuant to its Commitment (any Lender who timely notifies this Section but less than all of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to Lenders agree to such requested extension, then either (i) the Commitment, for all purposes during the period of such extension, shall be equal to the product of the Commitment times the aggregate Percentage of the Lenders agreeing to such extension, or (ii) the Borrower shall be entitled to require each Lender which does not agree to such extension to assign its Credit Exposure at par to any Person selected by Borrower that is a financial institution reasonably acceptable to the Agent, which assignment shall be effected pursuant to Section 7.18 hereof.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each 122 of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that that, for the Borrowers avoidance of doubt, each Lender may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) elect to the Administrative Agent agree or not less than 30 days and not more than 90 days prior to any anniversary of the Closing Dateagree, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shallto an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a date 30 days after its receipt of any such notice from day to be agreed upon by the Administrative Agent, notify the Borrowers Borrower and the Administrative Agent in writing following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend or be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to extend such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date with of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitmentany required approvals (including 123 those of the Required Lenders) having been obtained) become effective. Any Lender which For the avoidance of doubt, the obligation of any Issuing Bank to issue Letters of Credit under this Agreement shall not timely notify be extended beyond the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend applicable thereto without the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent consent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionIssuing Bank.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section 2.21. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Revolving Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Commitments (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the Commitments of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. The Company, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by written notice to the Agent (awhich shall promptly deliver a copy to each of the Lenders) On delivered not fewer than 45 days, and not more than 90 days (or such shorter or longer period, respectively, as may otherwise be agreed to by the Agent and the Company), before any anniversary of the Closing Date prior to the Maturity Restatement Effective Date, request that the Borrowers may request to Lenders extend the then-applicable then effective Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the date that is one year Company and the Agent given not later than the 20th day after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as the Agent’s receipt of the commencement date of Company’s notice, advise the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend Company whether or not it agrees to extend the Existing Maturity Date with respect requested extension (each Lender agreeing to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election a requested extension being referred to as called a “Terminating Consenting Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall not obligate any other Lender be deemed to have declined to agree to such requested extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Maturity Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Maturity Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall (in each case, solely with respect to such Declining Lenders and no other Lenders) be due and payable on the Existing Maturity Date, and on the Existing Maturity Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Restatement Effective Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.12(ii) and (y) in Sections 5.5, 5.7 and 5.12(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to each anniversary of the Closing Restatement Date prior from and after the second anniversary of the Restatement Date (each such anniversary, “Current Anniversary Date”) to the Maturity DateAdministrative Agent (which shall notify each Lender of receipt of such request), the Borrowers may request propose to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend measured from the Maturity Date for a maximum two then in effect. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Lender), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Lenders’ decisions. No Maturity Date of any Lender shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 Article V and in the other Credit Loan Documents shall be are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such specific earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (iib) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01, and that no Default or Event of Default shall have has occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitmentis continuing. Any Lender which shall does not timely notify the Borrowers and give such notice to the Administrative Agent of its election by the date 20 days prior to the Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Existing Commitment of each non-extending Lender shall terminate on its Maturity Date shall be determined without giving effect to such requested extension. If any Lender does not consent to a request for an extension of the Maturity Date, or is deemed not to have elected consented to extend the Existing requested extension (each, a “Declining Lender”), and the Maturity Date with respect to its Commitment has been extended for the other Lender(s) (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Extending Lenders”). The election , the Borrower may, prior to the end of any the Current Anniversary Date, replace such Declining Lender in accordance with Section 10.13 with one or more Eligible Assignees or increase the Commitment of an Extending Lender, in an amount equal to agree the amount of the Commitments of the Declining Lenders, provided that, as provided in Section 2.13, the Extending Lenders shall have the right to a requested extension shall not obligate increase their Commitments ratably up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any other Lender to agree to such requested extensionfinancial institution for the Declining Lenders.

Extension of Maturity Date. The Company, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by written notice to the Agent (awhich shall promptly deliver a copy to each of the Lenders) On delivered not fewer than 45 days, and not more than 90 days (or such shorter or longer period, respectively, as may otherwise be agreed to by the Agent and the Company), before any anniversary of the Closing Date prior to the Maturity Restatement Effective Date, request that the Borrowers may request to Lenders extend the then-applicable then effective Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the date that is one year Company and the Agent given not later than the 20th day after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as the Agent’s receipt of the commencement date of Company’s notice, advise the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend Company whether or not it agrees to extend the Existing Maturity Date with respect requested extension (each Lender agreeing to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election a requested extension being referred to as called a “Terminating Consenting Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall not obligate any other Lender be deemed to have declined to agree to such requested extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Maturity Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Maturity Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall (in each case, solely with respect to such Declining Lenders and no other Lenders) be due and payable on the Existing Maturity Date, and on the Existing Maturity Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Restatement Effective Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.12(ii) and (y) in Sections 5.5, 5.7 and 5.12(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company. Notwithstanding any other provision of this Agreement, no Issuing Bank shall have any obligation to issue any Letter of Credit expiring after the Existing Maturity Date, or to amend, renew or extend any Letter of Credit such that it would expire after the Existing Maturity Date, unless such Issuing Bank shall have consented to the applicable Maturity Date extension (such consent to be deemed given if such Issuing Bank is a Consenting Lender).

Extension of Maturity Date. (a) On any anniversary Each Revolving Credit Lender’s Commitment may be extended, if at the time (i) the conditions specified in Section 4.02 are met and (ii) the representations and warranties contained in Sections 5.05(b) and 5.06 are true and correct in all material respects, in the manner set forth in this Section 2.18, on not more than two occasions, for a period of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (date on which the “Requested Maturity Date”); provided Revolving Credit Commitment of such Revolving Credit Lender would have been terminated. If the Company wishes to request an extension of each Revolving Credit Lender’s Revolving Credit Commitment, it shall give notice to that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) effect to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the date that the Company desires that such extension take effect (the “Extension Date”, which Extension Date shall not be earlier than the date that is four years prior to the then applicable Maturity Date of the Closing DateRevolving Credit Commitments, so long as (i) such that, for the avoidance of doubt, the remaining term of the Revolving Credit Commitments after giving effect to such extension shall in no event exceed five years at any time), whereupon the Administrative Agent shall promptly notify each of the representations and warranties contained in Section 7 and in the other Revolving Credit Documents shall be true and correct in all material respects on and as of the date Lenders of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any request. Each Revolving Credit Lender wishing to extend shall respond affirmatively to such representation and warranty is expressly stated to have been made as of a specific date, as request within 15 days of such specific date) and request (ii) no Default or Event of Default shall have occurred and be continuing on such longer period as the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing of its election may reasonably agree) to the Administrative Agent. If any Revolving Credit Lender shall not have responded affirmatively within such 15-day period (or such longer period, if applicable), such Revolving Credit Lender shall be deemed to have rejected the Company’s proposal to extend or not its Revolving Credit Commitment, and only the Revolving Credit Commitments of those Revolving Credit Lenders which have responded affirmatively shall be extended, subject to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and receipt by the Administrative Agent of its election counterparts of an extension agreement in form reasonably satisfactory to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of and the Company (an election not to extend or fails to timely notify “Extension Agreement”), duly completed and signed by the Borrowers and Company, the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, of the “Terminating Lenders”)Revolving Credit Lenders which have responded affirmatively. The election Administrative Agent shall provide to the Company, no later than 10 days prior to the Extension Date for any such request, a list of the Revolving Credit Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and no extension of the Revolving Credit Commitments pursuant to this Section 2.18 shall be legally binding on any Lender to agree to a requested extension shall not obligate any other Lender to agree to party hereto unless and until such requested extensionExtension Agreement is so executed and delivered by Revolving Credit Lenders having at least 51% of the aggregate amount of the Revolving Credit Commitments.

Extension of Maturity Date. (a) On Each Lender’s Commitment may be extended, if at the time the conditions specified in Section 4.02 are met, in the manner set forth in this Section 2.24, on not more than two occasions (any anniversary of the Closing Date prior to the Maturity Datesuch occasion, the Borrowers may request to extend the then-applicable Maturity Date (the an “Existing Maturity Extension Date”) for an additional one-year a period (an “Extension Period”) to the date that is of one year after the Existing Maturity Date (date on which the “Requested Maturity Date”)Commitment of such Lender would have been terminated; provided that the Borrowers may extend the no such extension request shall result in a Maturity Date for a maximum two (2) such any Lender that is more than five years after the relevant Extension PeriodsDate. The Borrowers may make such If the Company wishes to request in a an extension of each Lender’s Commitment, it shall give notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to that effect to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing applicable Extension Date, so long as (i) whereupon the Administrative Agent shall promptly notify each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date Lenders of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orrequest. Each Lender will use its best efforts to respond to such request, if any such representation and warranty is expressly stated to have been made as of a specific datewhether affirmatively or negatively, as it may elect in its discretion, within 15 days of such specific date) and request (ii) no Default or Event of Default shall have occurred and be continuing on such longer period as the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing of its election may reasonably agree) to the Administrative Agent. If any Lender shall not have responded affirmatively within such 15-day period (or such longer period, if applicable), such Lender shall be deemed to have rejected the Company’s proposal to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender , and only the Commitments of those Lenders which have responded affirmatively shall not timely notify the Borrowers and be extended, subject to receipt by the Administrative Agent of its election counterparts of an extension agreement in form reasonably satisfactory to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of and the Company (an election not to extend or fails to timely notify “Extension Agreement”), duly completed and signed by the Borrowers and Company, the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, of the “Terminating Lenders”)Lenders which have responded affirmatively. The election Administrative Agent shall provide to the Company, no later than 10 days prior to the Extension Date for any such request, a list of the Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and no extension of the Commitments pursuant to this Section 2.24 shall be legally binding on any Lender to agree to a requested extension shall not obligate any other Lender to agree to party hereto unless and until such requested extensionExtension Agreement is so executed and delivered by Lenders having at least 51% of the aggregate amount of the Commitments.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders and the Issuing Banks) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments of any Class hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after applicable Lenders and the Issuing Banks extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that the Borrowers Borrower may extend not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the Class of Commitments and the date to which the Maturity Date for is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) of the applicable Class extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to Section 10.2(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable Class shall have the right to agree or not agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum two amount of its Commitment and, if such Lender (2or a designated Affiliate of such Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Periods. The Borrowers may make Request shall have been delivered by the Borrower (it being understood (x) that any Lender that shall have failed to exercise such request in right as set forth above shall be deemed to be a notice given as herein provided Declining Lender and substantially (y) that, in the form attached hereto case of any Lender then serving (or whose designated Affiliate is then serving) as Exhibit 2.8(aan Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each the Existing Maturity Date of the representations and warranties contained in Section 7 and in applicable Commitments shall, as to the other Credit Documents Consenting Lenders, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments of the relevant Consenting Lenders (including interest and fees payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Period. Each LenderRequest, acting (iii) such other modifications and amendments hereto specified in its sole discretionthe Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, shall, except that any such other modifications and amendments that do not later than a date 30 days after its receipt take effect until the Existing Maturity Date shall not require the consent of any such notice from Lender other than the Administrative Agent, notify Consenting Lenders) become effective and (iv) in the Borrowers and the Administrative Agent in writing case of its election to extend any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Commitment. Any Lender which Issuing Bank Sublimit, or shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Commitment (any Lender who timely notifies Issuing Bank Sublimit, such Issuing Bank shall not have the Borrowers and the Administrative Agent of an election not obligation to issue, amend, extend or fails increase Letters of Credit following the Extension Effective Date, if after giving effect to timely notify any such issuance, amendment, extension or increase, the Borrowers and Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the Administrative Agent date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its election being referred to as a “Terminating Lender” and all Issuing Bank Sublimit would exceed the extended portion (if any) of such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionIssuing Bank Sublimit.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Business Day occurring at least thirty (30) calendar days but no more than sixty (60) calendar days prior to the Stated Maturity DateDate then in effect, the a Responsible Officer of Borrowers may submit to Administrative Agent, on behalf of such Borrowers and in accordance with Section 11.4, a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to extend the Administrative Agent Stated Maturity Date then in effect to a date occurring three hundred sixty-four (364) days after such Stated Maturity Date or, if such date is not less than 30 days and not more than 90 days prior to any anniversary a Business Day, the immediately preceding Business Day. Submission by the Borrowers of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents an Extension Request shall be true and correct deemed to be a restatement in all material respects on of each representation and warranty made by such Borrowers in Section 7 as of the date of such notice Extension Request. Upon receipt of an Extension Request, Administrative Agent and as of the commencement date of the relevant Extension Period as if made on and as of each date (orLender shall determine, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shallwhether to consent to such Extension Request. If such consent is granted by Administrative Agent and the Lenders, not later than a (a) Administrative Agent shall provide such requesting Borrowers with notice of Administrative Agent’s and such Lenders’ consent to such Extension Request; (b) as of the date 30 days after of such Extension Notice, all references to the Stated Maturity Date in this Credit Agreement shall be deemed to be references to the Stated Maturity Date as extended by the Extension Request; (c) if the Extension Notice indicates that either such term is to be amended, as of the date of such Extension Notice, each of the definitions of the terms “Applicable Rate” and “Unused Commitment Fee” appearing in Section 1.1 shall be deleted and replaced in its entirety with the new definition for such term set forth in the Extension Notice; and (d) within five (5) Business Days of the applicable Borrowers’ receipt of any the Extension Notice, such notice from Borrowers shall pay an extension fee to Administrative Agent for the benefit of the Lenders in an amount equal to 20 basis points (0.20%) of each such Lender’s Commitment as of the date on which such Borrowers receive such Extension Notice. If Administrative Agent, notify acting on behalf of the Lenders, does not provide the applicable Borrowers with notice of its and the Administrative Agent in writing of its election Lenders’ consent to extend an Extension Request on or not prior to extend the Existing Stated Maturity Date with respect then in effect, such Extension Request shall be deemed to its Commitment. Any Lender which shall not timely notify have been denied by the Borrowers and the Administrative Agent of its election to extend the Existing Lenders, such Stated Maturity Date shall not be deemed extended and such Borrowers shall not be permitted to have elected to extend the Existing Maturity Date with respect to its Commitment (submit any Lender who timely notifies the Borrowers subsequent Extension Requests. If Administrative Agent and the Administrative Agent of an election not Lenders consent to extend or fails to timely notify the applicable Borrowers’ initial Extension Request, such Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionmay submit no more than one (1) subsequent Extension Request.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section 2.21. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Revolving Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Commitments (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the Commitments of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date Provided that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred exists as of the date of the request, the Borrower may, by irrevocable written notice ("Request") to the Administrative Agent and be continuing on each Lender delivered no earlier than 60 days and no later than 30 days before the then-applicable Maturity Date, request the Lenders to extend the Maturity Date to the date that is 364 days after the then-current Maturity Date. Each Lender shall, no later than 20 days after the date of such Request, give written notice and as of to the commencement date of Administrative Agent stating whether such Lender agrees to extend the relevant Extension Period. Each LenderMaturity Date, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from . If the Administrative AgentAgent receives such agreement by such date from each of the Lenders, notify provided there exists no Default or Event of Default on the Borrowers then-current Maturity Date, the Maturity Date shall be extended for 364 days and the Administrative Agent shall promptly notify the Lenders and the Borrower of such extension. If any Lender fails to respond to the Request within the time specified above, it shall be deemed to have declined the Request. If less than all the Lenders shall agree to such extension, the extension contemplated in writing of its election to extend or not to extend the Existing Maturity Date this Section may nonetheless occur with respect to its Commitmentthe consenting Lenders, provided that any such extension shall be conditioned upon an agreement to such extension by Lenders with at least 75% of the aggregate Commitments. Any Lender The Administrative Agent shall notify the Borrower and each of the Lenders as to which Lenders have agreed to such extension and as to the new Maturity Date as a result thereof, or that such extension shall not timely notify occur, as the Borrowers and case may be. In the Administrative Agent of its election to extend event that the Existing Maturity Date shall be deemed is extended by some but not to have elected to extend all of the Existing Lenders, on the existing Maturity Date for any Lender not extending (each a "Non-Continuing Lender"), the Borrower shall repay all Loans of such Non-Continuing Lender, together with all accrued and unpaid interest thereon, and all fees and other amounts (including amounts arising under Section 3.05(a)) owing to such Non-Continuing Lender, and upon such payment each such Non-Continuing Lender shall cease to constitute a Lender hereunder, except with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent indemnification provisions of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to this Agreement, which shall survive as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionNon-Continuing Lender.

Extension of Maturity Date. (a) On any The Borrower may extend the Maturity Date with respect to the Revolving Facility for additional periods of eighteen months (a “Maturity Date Extension”) by providing written notice of such request to the Administrative Agent not more than 90 days and not less than 30 days prior to the Maturity Date then in effect (such anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make Administrative Agent shall promptly notify each Lender of such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Dateeach Lender shall then, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Borrower and the Administrative Agent in writing within 10 Business Days after such request whether such Lender will consent to the extension (each such Lender consenting to the applicable extension, a “Consenting Lender”). The failure of its election any Lender to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election intent to extend the Existing Maturity Date consent to an extension shall be deemed not a rejection by such Lender, as applicable. Such extension shall be effective as to have elected Consenting Lenders under the Revolving Facility consenting to extend such extension if the Existing Required Lenders approve such Maturity Date with respect Extension; provided, that at the existing Maturity Date in effect prior to its Commitment such Maturity Date Extension, (any 1) the commitments of Lenders that did not consent to such Maturity Date Extension (each such Lender who timely notifies not consenting to the Borrowers extension, a “Declining Lender”) will be terminated and the Administrative Agent Loans of an election such Lenders will be repaid (it being understood that the commitments of the Declining Lenders not consenting to extend or fails such extension will remain in effect until the Maturity Date originally applicable to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders) and (2) the Borrower shall make such additional prepayments as shall be necessary in order that the Loans hereunder immediately after such existing Maturity Date will not exceed, collectivelyrespectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionAggregate Commitment.

Extension of Maturity Date. Hyatt shall have the right to extend the Maturity Date with respect to each Extending Lender to January 10, 2024 (a) On any anniversary of the Closing Date period from January 11, 2023 until January 10, 2024, the “Extension Period”). Hyatt may exercise such right only by executing and delivering to the Administrative Agent, at least 30 days but not more than 120 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable current Maturity Date (the date of such delivery, the “Existing Maturity Extension Date”) for an additional one-year period ), a written notice of such extension (an “Extension PeriodNotice”) to ). The Administrative Agent shall notify the date that is one year after the Existing Extending Lenders if it receives an Extension Notice promptly upon receipt thereof. The Maturity Date (shall be extended for the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to Period effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Extension Notice and subject to the satisfaction of the following conditions as of the Extension Date, so long as : (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall be in existence or would result therefrom and (B) the representations and warranties contained made by the Credit Parties herein or in Section 7 and in the any other Credit Documents Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such notice Extension Date with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each the Extension Date except to the extent that such representations and warranties expressly relate solely to an earlier date (orin which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, if any in which case such representation or warranty shall be true and warranty is expressly stated to have been made as of a specific date, correct in all respects) on and as of such specific earlier date) and except for changes in factual circumstances not prohibited under the Credit Documents, (ii) the Leverage Ratio for the most recent Measurement Date preceding the Extension Date for which financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b) shall not exceed the maximum level permitted pursuant to Section 5.9(a) for such Measurement Date, (iii) the Credit Parties shall have delivered resolutions authorizing such extension and a legal opinion of counsel to the Credit Parties as to such due authorization and the continued enforceability of the Credit Documents (which due authorization opinions may be provided by in-house counsel), in each case in form and substance reasonably satisfactory to the Administrative Agent, and (iv) payment of the Fees payable under Section 2.10(e). Prior to the effectiveness of such extension, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i) and (ii) no Default ). Notwithstanding the foregoing or Event anything in this Agreement to the contrary, upon the satisfaction of Default shall have occurred the foregoing conditions and be continuing on the date of such notice and as of Extension Date, (i) the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its the Revolving Commitment. Any , LOC Commitment and Swingline Commitment of each Extending Lender which shall not timely notify be automatically extended to January 10, 2024 without consent or further action by any Lender or any other Person, (ii) the Borrowers Revolving Commitment of each Non-Extending Lender shall terminate, (iii) the Aggregate Revolving Committed Amount shall be reduced by the Revolving Committed Amount of each Non-Extending Lender, (iv) the Swingline Committed Amount and the Administrative Agent aggregate Dollar Amount of its election to extend the Existing Maturity Date LOC Obligations permitted hereunder shall be deemed not reduced on a proportionate basis with the reduction of such Aggregate Revolving Committed Amount and (v) all Obligations (including all accrued interest and Facility Fees) owing to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers Non-Extending Lenders shall be due and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionpayable in full.

Extension of Maturity Date. (a) On any anniversary The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Fourth Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 9.2(b) shall become effective prior to the then-existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each Lender shall have the right (but not the obligation) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then-existing Commitment, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the Commitments of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals pursuant to Section 9.2(b) (including those of the Required Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall be deemed not to have elected to extend require the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election consent of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthan the Consenting Lenders) become effective.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 45 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section 2.21; provided that the Borrower may not make more than two Maturity Date Extension Requests following the Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 9.2(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right (but not the obligation) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the Commitments of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall be deemed not to have elected to extend require the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election consent of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthan the Consenting Lenders) become effective.

Extension of Maturity Date. (a) On any anniversary of In the Closing Date prior event Borrowers desire to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in from the form attached hereto as Exhibit 2.8(a) (one year anniversary of the “Extension of Maturity Initial Funding Date Request”) to the Administrative 18-month anniversary of the Initial Funding Date, Borrowers shall notify Agent not less than 30 days and Lenders thereof not more than 90 days and not less than 60 days prior to any the one-year anniversary date of the Initial Funding Date. If Borrowers so notify Agent and Lenders, not later than 45 days prior to the one-year anniversary of the Closing Initial Funding Date, each Lender shall notify Agent and Borrowers if it desires to extend the Maturity Date to such 18-month anniversary (the “Lender’s Extension Notice”). In the event all Lenders so long as (i) each of agree to extend the representations Maturity Date and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing then exists or exists on such one-year anniversary (the date of foregoing being the “Extension Conditions”), effective on such notice and as of one-year anniversary, the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not extended to have elected the 18-month anniversary of the Initial Funding Date. In the event that less than all Lenders agree to so extend the Maturity Date, upon the consent of the remaining Lenders and Borrowers and fulfillment of the Extension Conditions, (x) the Maturity Date shall be extended to the 18-month anniversary of the Initial Funding Date effective on such one-year anniversary, and (y) such remaining Lender(s), Agent (if there is more than one remaining Lender) and Borrowers shall execute and deliver such documents and instruments, and amendments to Credit Documents, as shall be necessary, in the opinion of such remaining Lender(s) and Agent (if applicable), to evidence the Commitment as shall thereafter be in effect. In the event no Lender so agrees to extend the Existing Maturity Date with respect to its Commitment (any the 18-month anniversary of the Initial Funding Date, the Maturity Date shall remain as the one-year anniversary of the Initial Funding Date. Any Lender who timely notifies the Borrowers and the Administrative Agent of an election fails to deliver a Lender’s Extension Notice shall be deemed to have not agreed to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionMaturity Date.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders and the Issuing Banks) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders and the Issuing Banks extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that the Borrowers Borrower may extend not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date for is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 10.2(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree or not agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum two amount of its Commitment and, if such Lender (2or a designated Affiliate of such Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Periods. The Borrowers may make Request shall have been delivered by the Borrower (it being understood (x) that any Lender that shall have failed to exercise such request in right as set forth above shall be deemed to be a notice given as herein provided Declining Lender and substantially (y) that, in the form attached hereto case of any Lender then serving (or whose designated Affiliate is then serving) as Exhibit 2.8(aan Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each the Existing Maturity Date of the representations and warranties contained in Section 7 and in applicable Commitments shall, as to the other Credit Documents Consenting Lenders, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments of the relevant Consenting Lenders (including interest and fees payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Period. Each LenderRequest, acting (iii) such other modifications and amendments hereto specified in its sole discretionthe Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, shall, except that any such other modifications and amendments that do not later than a date 30 days after its receipt take effect until the Existing Maturity Date shall not require the consent of any such notice from Lender other than the Administrative Agent, notify Consenting Lenders) become effective and (iv) in the Borrowers and the Administrative Agent in writing case of its election to extend any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Commitment. Any Lender which Issuing Bank Sublimit, or shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Commitment (any Lender who timely notifies Issuing Bank Sublimit, such Issuing Bank shall not have the Borrowers and the Administrative Agent of an election not obligation to issue, amend, extend or fails increase Letters of Credit following the Extension Effective Date, if after giving effect to timely notify any such issuance, amendment, extension or increase, the Borrowers and Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the Administrative Agent date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its election being referred to as a “Terminating Lender” and all Issuing Bank Sublimit would exceed the extended portion (if any) of such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionIssuing Bank Sublimit.

Extension of Maturity Date. (a) On At any anniversary of the Closing Date time not later than 45 days prior to the Maturity Date then in effect (such then existing Maturity Date, the Borrowers “Renewal Date”), the Company may request to that the Lenders extend the then-applicable then scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested from such Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make If such request in a notice given as herein provided and substantially in is made by the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) Company each of the representations and warranties contained in Section 7 and in the other Credit Documents Lender shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and inform the Administrative Agent of its election willingness to extend the Existing Maturity Date no later than 20 days prior to such Renewal Date. Any Lender’s failure to respond by such date shall be deemed not to have elected to extend the Existing Maturity Date with respect to indicate its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender unwillingness to agree to such requested extension, and all Lenders must approve any requested extension. At any time more than 15 days before such Renewal Date the Lenders may propose, by written notice to the Company, an extension of this Agreement to such later date on such terms and conditions as the Lenders may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and conditions proposed by the Lenders, the Borrowers shall notify the Lenders of their acceptance of such terms and conditions no later than the Renewal Date, and such later date will become the Maturity Date hereunder and this Agreement shall otherwise be amended in the manner described in the Lenders’ notice proposing the extension of this Agreement upon the Administrative Agent’s receipt of (i) an amendment to this Agreement signed by the Borrowers and all of the Lenders, (ii) resolutions of each Borrower’s Board of Directors authorizing such extension and (iii) an opinion of counsel to the Borrowers equivalent in form and substance to the opinion received in satisfaction of the condition precedent contained in Section 4.01(i) and otherwise acceptable to the Administrative Agent.

Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to each anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Restatement Date (the “Existing Maturity Current Anniversary Date”) to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Maturity Date for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend measured from the Maturity Date for a maximum two then in effect. Each Bank shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Bank), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Banks’ decisions. No Maturity Date of any Bank shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 and in the other Credit Documents shall be 5 are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as and that no state of such specific date) and (ii) no facts constituting a Default or an Event of Default shall have has occurred and be continuing on the date of is continuing. Any Bank which does not give such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and to the Administrative Agent by the date 20 days prior to the Maturity Date then in writing of its election effect shall be deemed to extend or have elected not to extend as requested, and the Existing Commitment of each non-extending Bank shall terminate on its Maturity Date with respect determined without giving effect to its Commitmentsuch requested extension. Any Lender which shall If any Bank does not timely notify consent to a request for an extension of the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be Date, or is deemed not to have elected consented to extend the Existing requested extension (each, a “Declining Bank”), and the Maturity Date has been extended for the other Bank(s) (the “Extending Banks”), the Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Bank with respect one or more third party financial institutions acceptable to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent or increase the Commitment of an election not Extending Bank, in an amount equal to extend or fails to timely notify the Borrowers and amount of the Administrative Agent Commitments of its election being referred to the Declining Banks, provided that, as a “Terminating Lender” and all such Lenders, collectivelyprovided in Section 2.13, the “Terminating Lenders”). The election Extending Banks shall have the right to increase their Commitments ratably up to the amount of any Lender the Declining Banks’ Commitments before the Borrower will be permitted to agree to a requested extension shall not obligate substitute any other Lender to agree to such requested extensionfinancial institution for the Declining Banks.

Extension of Maturity Date. (a) On any anniversary The Swiss Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that that, for the Borrowers avoidance of doubt, each Lender may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) elect to the Administrative Agent agree or not less than 30 days and not more than 90 days prior to any anniversary of the Closing Dateagree, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shallto an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Swiss Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Swiss Borrower (with a copy to the Administrative Agent) not later than a date 30 days after its receipt of any such notice from day to be agreed upon by the Administrative Agent, notify the Borrowers Swiss Borrower and the Administrative Agent in writing following the date on which the Maturity Date Extension Request shall have been delivered by the Swiss Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend or be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to extend such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date with of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect to its Commitment. Any Lender which thereof) shall not timely notify be modified as set forth in the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend Extension Request and (iii) such other modifications and amendments hereto specified in the Existing Maturity Date with respect Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods (it is understood and agreed that the Borrowers have, as of the Restatement Effective Date, previously implemented one (1) of the maximum two (2) such Extension Periods). The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. (a) On At any anniversary of time following the Closing Date date which is 60 days prior to the then current Maturity Date, the Maturity Date may be extended for 364 days at Borrower's and the Co-Borrowers' election with the written consent of all of the Banks (which may be withheld in the sole and absolute discretion of each Bank). Not earlier than 60 days prior to the then current Maturity Date, and provided that Borrower and the Co-Borrowers are then in compliance with Section 7.1, Borrower and the Co-Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) deliver to the Administrative Agent not less than 30 days and not more than 90 days prior who will deliver to any anniversary each of the Closing Date, so long as (i) each Banks a written request for a 364-day extension of the Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower and the Co-Borrowers stating that the representations and warranties contained in Section 7 Article 4 (other than representations and in the other Credit Documents shall be warranties which expressly speak as of a particular date or are no longer true and correct in all material respects as a result of a change which is not a violation of this Agreement) are true and correct on and as of the date of such notice Certificate. Within 30 days following the delivery of such Certificate, but in any event not sooner than 45 nor later than 15 days prior to the then current Maturity Date, each Bank shall notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request. Each Bank which fails to respond to any such request for extension shall be deemed to have refused to consent thereto. After receiving the notifications from all of the Banks or the expiration of such period, whichever is earlier, the Administrative Agent shall notify Borrower, the Co-Borrower and the Banks of the results thereof. If all of the Banks have consented to the extension then the Maturity Date shall be extended for 364 days, effective as of the commencement date then current Maturity Date. If Banks holding at least 662/3% of the relevant Extension Period as if made on and as of Commitment consent to the request for extension, but other Banks (each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date"Non-Consenting Bank") and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from notify the Administrative Agent, Agent that they will not consent to the request for extension (or fail to notify the Borrowers and the Administrative Agent in writing of its election their consent to extend the extension), Borrower and the Co-Borrowers may cause all of the Non-Consenting Banks to be removed as Banks under this Agreement pursuant to Section 11.26, provided that such removal shall be accomplished by assignment to one or more Eligible Assignees which are willing to consent to the request for extension and not to extend by reduction of the Existing Maturity Date with respect to its amount of Commitment. Any Lender which shall not timely notify In the Borrowers and event that sufficient Eligible Assignees can be identified to assume the Administrative Agent Pro Rata Shares of its election to extend the Existing Maturity Date Non-Consenting Banks, then the request for extension shall be deemed not to have elected to extend granted with the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to effect as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionset forth above.

Extension of Maturity Date. Notwithstanding anything contained herein to the contrary, the Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (a) On any anniversary which shall promptly deliver a copy to each of the Closing Lenders) request that Lenders extend the Maturity Date as it applies to their respective Commitments for an additional period as specified in such Maturity Date Extension Request on the terms provided for therein (which terms shall not include any change to the Applicable Rate for the period prior to the Maturity Date, the Borrowers may request to extend the then-applicable Existing Maturity Date (as defined below) but may provide for fees payable to the extending Lenders prior thereto in consideration of their agreement to so extend the Maturity Date). Each Lender shall, by notice to the Borrower and the Administrative Agent in accordance with procedures and timing reasonably determined by the Administrative Agent in consultation with the Borrower, advise the Borrower and the Administrative Agent whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. Notwithstanding anything contained herein to the contrary, the Maturity Date shall, as to the Consenting Lenders, and subject to such conditions as may be specified in such Maturity Date Extension Request, be extended to the date specified in such Maturity Date Extension Request. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”) ). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for an additional one-year period (an “Extension Period”) to the date that is one year after account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date (Date. Notwithstanding the “Requested Maturity Date”); provided that foregoing provisions of this paragraph, the Borrowers may extend Borrower shall have the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) right, pursuant to the Administrative Agent not less than 30 days and not more than 90 days Section 2.22, at any time prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date Date, to replace a Declining Lender with respect a Lender or other financial institution that will agree to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing applicable Maturity Date Extension Request, and any such replacement Lender shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as for all purposes constitute a “Terminating Consenting Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary Notwithstanding anything to the contrary in the Loan Documents, the Borrower may from time to time, pursuant to the provisions of this Section 2.22, without the consent of the Closing Administrative Agent or the Required Lenders, agree with one or more Lenders to extend the Term Loan Maturity Date, Revolving Maturity Date, any Incremental Maturity Date or any Refinancing Maturity Date, as applicable, then applicable to such Lender’s Commitments and/or Loans, and otherwise modify the economic terms of any such Commitments and/or Loans or any portion thereof (including, without limitation, but subject to Section 2.22(b) below, by modifying the interest rate, premiums or fees payable and/or the amortization schedule in respect of such Commitments and/or Loans or any portion thereof (each such extension, an “Extension”; any Commitments so modified “Extension Commitments”; and any Loans so modified, the “Extension Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Commitments and/or Loans have the same Revolving Maturity Date, Term Loan Maturity Date, Incremental Maturity Date or Refinancing Maturity Date, as applicable, that is proposed to be extended under this Section 2.22, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Commitments and Loans of each such Lender holding such Commitments and Loans) and on the same terms to each Lender under the applicable Facility, which Extension Offer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative Agent (for distribution to the applicable Lenders), no later than thirty (30) days (or such shorter period as Administrative Agent may agree) prior to the Maturity Date, maturity of the Borrowers may request applicable Loans and/or Commitments to extend be extended of the then-applicable Maturity Date requested new maturity date for the proposed Extension Commitments and/or Extension Loans (the each an “Existing Extended Maturity Date”) for an additional one-year period and no later than five (an “Extension Period”5) Business Days prior to the due date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension PeriodsLender responses. The Borrowers Borrower and the Administrative Agent shall agree to such procedures, if any, as may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) be reasonably acceptable to the Administrative Agent not less than 30 days and not more than 90 days the Borrower to accomplish the purposes of this Section 2.22. In connection with any such Extension, each applicable Lender wishing to participate in such Extension shall, prior to any anniversary of the Closing Dateapplicable due date therefor, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and provide the Administrative Agent in writing with a written notice of its election desire to extend or not to extend the Existing Maturity Date with respect to its Commitmentso participate. Any Lender which shall that does not timely notify respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date applicable due date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all rejected such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionExtension.

Extension of Maturity Date. (a) On any anniversary The Company may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Closing Date prior to Lenders), not less than 60 days in advance of the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date with respect to any Facility, as in effect at such time (the an “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to such Facility, request that the date that is one year after the Lenders extend such Existing Maturity Date (each, an “Extension”) to any date that it shall select so long as such date is no more than the fifth anniversary of such Existing Maturity Date (such date, the “Requested Extended Maturity Date”; any Term Facility so extended, an “Extended Term Facility,” any Revolving Credit Facility so extended, an “Extended Revolving Credit Facility” and, together with any Extended Term Facility, an “Extended Facility”; and any Revolving Credit Commitments so extended, “Extended Revolving Credit Commitments”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a date 30 days after its receipt of any such notice from Business Day, the Administrative Agentimmediately following Business Day (the “Response Date”), notify the Borrowers and advise the Administrative Agent in writing of its election to extend whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the an Existing Maturity Date with respect is referred to its Commitment. Any herein as a “Non-Extending Lender”; provided, that any Lender which shall that does not timely notify the Borrowers and advise the Administrative Agent of its election consent to extend such requested extension by the Existing Maturity Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the be a Non-Extending Lender. The Administrative Agent of an election not to extend or fails to timely shall notify the Borrowers and Company, in writing, of the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, ’ elections promptly following the “Terminating Lenders”)Response Date. The election of any Lender to agree to a requested extension such an Extension shall not obligate any other Lender to agree so agree. Each applicable Maturity Date may be extended no more than two times pursuant to such requested extensionthis Section 2.17.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Margin to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 10.2(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree or not agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “ Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the Commitments of the Consenting Lenders (including interest and fees payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders having been obtained), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall be deemed not to have elected to extend require the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election consent of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthan the Required Lenders and the Consenting Lenders) become effective.

Extension of Maturity Date. (a) On any anniversary of After the Closing Date prior to the Maturity Separation Date, the Borrowers may request to extend the then-applicable Borrower may, by delivery of a Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 45 days and not more than 90 75 days prior to any anniversary of the Closing Availability Date, so long as (i) each request that the Lenders extend the Maturity Date for an additional period of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Periodone year. Each Lender, acting in its sole discretion, Lender shall, not later than a date 30 days after its receipt of any such by notice from to the Administrative Agent, notify the Borrowers Borrower and the Administrative Agent in writing given not later than the 20th day after the date of its election to extend the Administrative Agent’s receipt of the Maturity Date Extension Request from the Borrower, advise the Borrower whether or not it agrees to extend the Existing Maturity Date with respect requested extension (each Lender agreeing to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election a requested extension being referred to as called a “Terminating Consenting Lender” ”, and all such Lenders, collectively, the “Terminating Lenders”). The election of any each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall not obligate any other Lender be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.09), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Availability Date that immediately follows the date on which the Borrower delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.03 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.03(a)) and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension.

Extension of Maturity Date. The Borrower may, by written request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date then in effect (the "Effective Maturity Date, the Borrowers may ") request to extend the then-applicable (an "Extension Request") that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date (the “Existing Maturity "Extension Response Date”") for an additional one-year period which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (an “Extension Period”) with a copy to the date that is one year after the Existing Maturity Date Agent) whether or not it consents to such Extension Request (the “Requested Maturity Date”which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided provided, that any Lender that fails to so advise the Borrowers may extend Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date for a maximum two contemplated by an Extension Request shall become effective as of the applicable Effective Maturity Date; provided, that (2i) all of the Lenders shall have consented to such Extension Periods. The Borrowers may make such request in a notice given as herein provided Request; and substantially in the form attached hereto as Exhibit 2.8(a(ii) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (ix) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice Extension Request or on such Effective Maturity Date and as (z) on each of the commencement date of the relevant such Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request and such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Effective Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectivelyDate, the “Terminating Lenders”). The election Agent shall have received a certificate of any Lender the Borrower as to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthe matters set forth in clauses (x) and (y) above.

Extension of Maturity Date. (a) On any anniversary of a)The Borrower shall have the Closing Date prior to the Maturity Date, the Borrowers may request option to extend the then-applicable Initial Maturity Date of the Facility to the Initial Extended Maturity Date (the “Existing Maturity DateInitial Extension Option”), subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) for an additional one-year period the Borrower shall have given the Lender written notice (each, an “Extension PeriodNotice”) of the Borrower’s request to exercise the Initial Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the Initial Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Extension Fee on or before the date that the applicable Initial Extension Option is one year after the Existing Maturity Date effective (such date of effectiveness, the “Requested Maturity Initial Extension Effective Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iic) no Default or Event of Default shall have occurred and be continuing on at the date of such notice and as time of, or any time after, the delivery of the commencement date Extension Notice; (d) no event of default under any of the relevant Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Period. Each LenderNotice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, acting in its sole discretionincluding without limitation, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers underwriting and title costs and the Administrative Agent costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date Loan Documents shall be deemed not true and correct as if remade on such date, after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the covenants contained in Section 5.04 immediately before and, on a pro forma basis, immediately after such extension, together with supporting information demonstrating such compliance; and (h) the Borrower shall have elected to extend provided such other information as is otherwise reasonably requested by the Existing Maturity Date Lender in connection with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary Borrower may request an extension of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) by submitting a request for an additional one-year period extension to Lender (an “Extension PeriodRequest”) no more than sixty (60) days prior to the current Maturity Date. The Extension Request must specify the new Maturity Date requested by Borrower and the date that is one year (which must be at least thirty (30) days after the Existing Maturity Date (Extension Request is delivered to Lender) as of which Lender must respond to the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Request (the “Extension of Date”). The new Maturity Date Request”) to the Administrative Agent not less than 30 days and not shall be no more than 90 364 days prior to any anniversary after the Maturity Date in effect at the time the Extension Request is received, including such Maturity Date as one of the Closing days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, Lender shall endeavor in good faith to notify the Other Banks (as hereinafter defined) of the contents thereof (provided it shall not be liable to Borrower, the Other Banks, or any other Person for its failure to do so). If Lender fails to respond to an Extension Request by the Extension Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents Lender shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated deemed to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on denied the date of such notice and as of the commencement date of the relevant Extension PeriodRequest. Each If Lender, acting in its sole discretion, shalldecides to approve the Extension Request, not Lender shall deliver its written consent to Borrower, and endeavor in good faith to notify the Other Banks of such extension no later than a date 30 days after the Extension Date (provided it shall not be liable to Borrower, the Other Banks, or any other Person for its receipt failure to do so). If and only if the consent of any such notice from each of the Administrative Agent, notify Other Banks to the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing same new Maturity Date with respect to its Commitment. Any is received by Borrower and Lender which shall not timely notify on or before the Borrowers and Extension Date, the Administrative Agent of its election to extend the Existing Maturity Date specified in the Extension Request shall be deemed not to have elected to extend become effective at the Existing expiration of the existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionDate.

Extension of Maturity Date. (ai) On any anniversary The Borrower may, upon notice to the Administrative Agent (which shall promptly notify the applicable Class of Lenders or Additional Lenders, as applicable), request one or more extensions of the Closing Date prior maturity date applicable to the Maturity DateRevolving Commitments or Other Revolving Commitments, the Borrowers may request maturity date applicable to extend any Class of Term Loans or Other Term Loans, or the then-maturity date applicable Maturity Date to any Incremental Loans, as applicable, then in effect (such existing maturity date applicable to any Revolving Commitments or Other Revolving Commitments being the “Existing Revolving Maturity Date”, such existing maturity date applicable to any Class of Term Loans or Other Term Loans being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Loans being the “Existing Incremental Loan Maturity Date”) for an additional one-year period (an “Extension Period”) to the a date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) specified in such Extension Periodsnotice. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension Within 15 Business Days of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date delivery of such notice and (or such other period as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Borrower and the Administrative Agent in writing of its election to extend shall mutually agree upon), each applicable Revolving Lender, Term Lender or not to extend Additional Lender, as the Existing Maturity Date with respect to its Commitment. Any Lender which case may be, shall not timely notify the Borrowers and the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Revolving Lender’s, Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Revolving Lender, Term Lender or Additional Lender, as applicable, not responding under subsection (ii) above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of its election a maturity date applicable to extend the Revolving Commitments, Other Revolving Commitments, the maturity date applicable to any Class of Term Loans or Other Term Loans or maturity date applicable to any Incremental Loans, as applicable, pursuant to this Section 2.07(d). In addition, with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Existing Revolving Maturity Date shall be reallocated from Non-Extending Revolving Lenders to Extending Revolving Lenders in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the Extending Revolving Lenders, be deemed not to have elected to extend the Existing Maturity Date with be participation interests in respect to its Commitment (any Lender who timely notifies the Borrowers of such extended revolving commitments and the Administrative Agent terms of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lendersparticipation interests (including, collectivelywithout limitation, the “Terminating Lenders”). The election of any Lender to agree to a requested extension commission applicable thereto) shall not obligate any other Lender to agree to such requested extensionbe adjusted accordingly.

Extension of Maturity Date. (a) On any anniversary The Company may, by delivery of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable a Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 45 days and not more than 90 85 days prior to any anniversary of the Closing Effective Date, so long as (i) each request that the Lenders extend the Maturity Date for an additional period of one year; provided that there shall be no more than two extensions of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated Maturity Date pursuant to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Periodthis Section. Each Lender, acting in its sole discretion, Lender shall, not later than a date 30 days after its receipt of any such by notice from to the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing given not later than the 20th day after the date of its election to extend the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, advise the Company whether or not it agrees to extend the Existing Maturity Date with respect requested extension (each Lender agreeing to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election a requested extension being referred to as called a “Terminating Consenting Lender” ”, and all such Lenders, collectively, the “Terminating Lenders”). The election of any each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall not obligate any other Lender be deemed to have declined to agree to such requested extensionextension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied (without giving effect to the first parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable existing Maturity Date for the applicable Class of Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to its Commitment. Any which such Lender which shall agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. (a) On any After the first anniversary of the Closing Effective Date, the Borrower may, on two occasions during the term of this Agreement (but not more frequently than once in any consecutive twelve- month period), request an extension of the Maturity Date for an additional one-year period by submitting a request for extension (an “Extension Request”) to the Administrative Agent (which shall promptly advise each Lender) not more than 75 days or less than 30 days prior to the Maturity effective date of the proposed extension (the “Extension Effective Date”). In response to such request, each Lender shall, not later than 20 days prior to the applicable Extension Effective Date, notify the Borrowers may request Administrative Agent whether it is willing (in its sole and complete discretion) to extend the then-applicable scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) and any Lender that fails to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) give such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent shall be deemed to have elected not less to extend the scheduled Maturity Date). The Administrative Agent will notify the Borrower of the Lenders’ decisions no later than 30 days and not more than 90 15 days prior to any anniversary such Extension Effective Date. If Lenders holding more than 50% of the Closing Commitments elect to extend the scheduled Maturity Date, so long as then on such Extension Effective Date the Commitments of such Lenders shall be extended for an additional one-year period; provided that (i) each of the no Default exists on such Extension Effective Date and (ii) all representations and warranties contained in Section 7 and in the other Credit Documents shall be are true and correct in all material respects on and such Extension Effective Date, as though made as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Effective Date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Maturity Date (a “Declining Lender”) and (ii) no Default or Event of Default shall will have occurred and be continuing its Commitment terminated on the date of such notice and as of the commencement date of the relevant Extension Periodthen existing scheduled Maturity Date (without regard to any extension by other Lenders). Each LenderThe Borrower may, acting in at its sole discretionexpense and effort, shall, not later than a date 30 days after its receipt of upon notice to any such notice from Declining Lender and the Administrative Agent, notify require any Declining Lender to assign and delegate its rights and obligations under this Agreement to an Eligible Assignee selected by the Borrowers Borrower and the Administrative Agent willing to accept such assignment (in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers accordance with, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectivelysubject to, the “Terminating Lenders”restrictions and consents otherwise required for assignments generally). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. The Borrower may, by written -------------------------- request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date then in effect (the "Effective Maturity Date, the Borrowers may ") request to extend the then-applicable (an "Extension Request") that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date (the “Existing Maturity "Extension Response Date”") for an additional one-year period which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (an “Extension Period”) with a copy to the date that is one year after the Existing Maturity Date Agent) whether or not it consents to such Extension Request (the “Requested Maturity Date”which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided provided, that any Lender that fails to so advise the Borrowers may extend Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date for a maximum two contemplated by an Extension Request shall become effective as of the applicable Effective Maturity Date; provided, that (2i) all of the Lenders shall have consented to such Extension Periods. The Borrowers may make such request in a notice given as herein provided Request; and substantially in the form attached hereto as Exhibit 2.8(a(ii) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (ix) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice Extension Request or on such Effective Maturity Date and as (z) on each of the commencement date of the relevant such Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request and such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Effective Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectivelyDate, the “Terminating Lenders”). The election Agent shall have received a certificate of any Lender the Borrower as to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthe matters set forth in clauses (x) and (y) above.

Extension of Maturity Date. (a) On any anniversary of Upon the Closing Date prior to the Maturity DateCompany's written request, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivered to the Administrative Agent not less than 30 at least sixty (60) days and not more than 90 180 days prior to any anniversary of the Closing initial Maturity Date, so long as such Maturity Date may be extended for a single period of one (i1) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date year, provided that: (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific datea) and (ii) no No Default or Event of Default shall have occurred and be continuing remain uncured on the date initial Maturity Date, and the Administrative Agent shall have received a certificate to that effect signed by an authorized representative of such notice the Company; (b) The representations and warranties set forth in this Agreement and the other Loan Documents shall be correct as of the initial Maturity Date as though made on and as of that date, and the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than Administrative Agent shall have received a date 30 days after its receipt of any such notice from certificate to that effect signed by a Responsible Officer; (c) The Company shall have paid to the Administrative Agent, notify for the Borrowers account of the Banks, an extension fee equal to one-eighth of one percent (0.125%) of the Maximum Commitment Amount on the initial Maturity Date; and (d) The conditions set forth in subsections 4.3.6 and 4.3.7 shall have been satisfied to the extent necessary to evidence the extension of the Maturity Date and to maintain and insure the validity and the Administrative Agent priority of the Liens securing the Obligations. On the initial Maturity Date, the Maximum Commitment Amount will automatically be reduced to the sum of (i) aggregate outstanding principal amount of the Loans on such date plus (ii) the "Maximum Commitment Amount" under and as defined in writing of its election the Unsecured Loan Agreement on such date. During the period from and after the initial Maturity Date, the Company shall have no right to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers request, and the Administrative Agent of its election Banks shall have no obligation to extend make, Loans to the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers Company; and the Administrative Agent Company shall have no right to request, and BofA shall have no obligation to make or to issue, Swing Loans to the Company or Letters of an election not to extend or fails to timely notify Credit for the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”)Company's account. The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.2.9

Extension of Maturity Date. (a) On any anniversary Notwithstanding anything to the contrary in the Loan Documents, the Borrower may from time to time, pursuant to the provisions of this Section 2.20, without the consent of the Closing Administrative Agent or the Required Lenders, agree with one or more Lenders to extend the Maturity Date then applicable to such Lender’s Loan, and otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by modifying the interest rate, premiums or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such extension, an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.20, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension Offer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative Agent (for distribution to the applicable Lenders), no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the Maturity Date, maturity of the Borrowers may request applicable Loans to extend be extended of the then-applicable Maturity Date requested new maturity date for the proposed Extension Loans (the each an “Existing Extended Maturity Date”) and the due date for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension PeriodsLender responses. The Borrowers Borrower and the Administrative Agent shall agree to such procedures, if any, as may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) be reasonably acceptable to the Administrative Agent not less than 30 days and not more than 90 days the Borrower to accomplish the purposes of this Section 2.20. In connection with any such Extension, each applicable Lender wishing to participate in such Extension shall, prior to any anniversary of the Closing Dateapplicable due date therefor, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and provide the Administrative Agent in writing with a written notice of its election desire to extend or not to extend the Existing Maturity Date with respect to its Commitmentso participate. Any Lender which shall that does not timely notify respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date applicable due date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all rejected such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionExtension.

Extension of Maturity Date. (a) On any anniversary The Company may, by delivery of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable a Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 45 days and not more than 90 85 days prior to any anniversary of the Closing Effective Date, so long as (i) each request that the Lenders extend the Maturity Date for an additional period of one year; provided that there shall be no more than two extensions of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated Maturity Date pursuant to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Periodthis Section. Each Lender, acting in its sole discretion, Lender shall, not later than a date 30 days after its receipt of any such by notice from to the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing given not later than the 20th day after the date of its election to extend the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, advise the Company whether or not it agrees to extend the Existing Maturity Date with respect requested extension (each Lender agreeing to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election a requested extension being referred to as called a “Terminating Consenting Lender” ”, and all such Lenders, collectively, the “Terminating Lenders”). The election of any each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall not obligate any other Lender be deemed to have declined to agree to such requested extensionextension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied (without giving effect to the parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and not more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend extension of the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request then in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) effect by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit H, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained such Maturity Date then in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agenteffect, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to grant or not to grant the extension as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected the date which is 30 days prior to extend the Existing such Maturity Date then in effect. If the Supermajority Lenders shall approve in writing the extension of the Maturity Date requested in such Extension Request, the Maturity Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.24 shall be for a maximum of 364 days and (ii) the Commitment of any Lender which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to such Maturity Date then in effect (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Maturity Date in effect on the date of such Extension Request (such Maturity Date, if any, referred to as the "Commitment Expiration Date" with respect to its Commitment such Objecting Lender). If not less than 30 days and not more than 60 days prior to such Maturity Date then in effect, the Supermajority Lenders shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (any Lender who timely notifies y) the Borrowers Lenders and the Administrative Agent Borrower of an election not any extension of the Maturity Date pursuant to extend or fails to timely notify this Section 2.24 and (z) the Borrowers Borrower and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election any other Lender of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionwhich becomes an Objecting Lender.

Extension of Maturity Date. Borrower shall have two (a2) On any successive options to extend the scheduled Maturity Date of the Loan to the Monthly Payment Date in the month containing the one-year anniversary of the Closing Maturity Date as theretofore in effect (the period of each such extension, “Extension Term”). In order to exercise such extension option, Borrower shall deliver to Agent written notice of such extension on or before the date that is thirty (30) days prior to the Maturity Date, the Borrowers may request to extend the then-then applicable Maturity Date (but in no event more than ninety (90) days in advance of the “Existing applicable Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing ). The Maturity Date (the “Requested Maturity Date”); shall be extended pursuant to Borrower’s notice as aforesaid, provided that the Borrowers may extend following conditions are satisfied to Agent’s reasonable satisfaction for each extension of the term of the Loan: (i) no Event of Default shall be in existence either at the time of Borrower’s notice or on the then applicable Maturity Date for Date, (ii) Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable Extension Term and otherwise satisfy each of the requirements set forth in Section 4.1.18 hereof, including, without limitation, delivery of a maximum two new Assignment of Rate Protection Agreement, (2iii) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Debt Yield (the “Extension of Maturity Date Request”) to the Administrative calculated by Agent not less than 30 days and not more than 90 ten (10) days prior to any anniversary the then applicable Maturity Date) shall not be less than eight and one-half percent (8.5%)] for the first Extension Term or nine percent (9%) for the second Extension Term, (iv) Borrower shall pay to Lender an extension fee in an amount equal to one quarter percent (0.25%) of the Closing Date, so long as (i) each then outstanding principal balance of the representations Loan no later than the Business Day prior to the first day of the applicable Extension Term, and warranties (v) Borrower has paid all of Lender’s reasonable, out-of-pocket costs and expenses in connection with such extension. If Borrower fails to exercise any Extension Term in accordance with the provisions of this Agreement, such Extension Term, and any subsequent Extension Term hereunder, will automatically cease and terminate. Notwithstanding anything to the contrary contained herein, if the Debt Yield threshold is not met in connection with the exercise of an extension option under this Section 7 and in 2.3.3, then Borrower shall have the other Credit Documents right to partially prepay the Loan by the amount necessary such that the applicable Debt Yield threshold is satisfied, provided (A) no Spread Maintenance Premium shall be true and correct due in all material respects on and as connection with any such prepayment of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) Loan and (iiB) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date prepayment shall be deemed not subject to have elected to extend the Existing Maturity Date with respect to its Commitment terms and provisions of Section 2.4.1 below (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”other than those restricting partial prepayments). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary If no Default or Potential Default exists, then Borrowers may request a one-year extension of the Closing Maturity Date by making such request in writing (an "EXTENSION REQUEST") to each Agent between one hundred and fifty (150) and ninety (90) days prior to the original Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing original Maturity Date shall be deemed not extended for one (1) year only if (a) each Agent and each Lender consent in writing to have elected such extension within thirty (30) days following the receipt of the Extension Request, and (b) Borrowers pay to extend Administrative Agent, for the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent account of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”extension fee set forth in SECTION 3.20(E). The election of failure to respond by any Agent or any Lender to an Extension Request shall be deemed to be a denial of such consent by such Person. If Lenders having a Pro Rata Share of at least eighty percent (80%) consent to such extension (such Lenders being "CONSENTING LENDERS" and the Lenders not consenting being "NON-CONSENTING LENDERS"), then the original Maturity Date shall be extended as to the Consenting Lenders. In such event, Borrowers may, on or before the original Maturity Date, effect one or more assignments from the Non-Consenting Lenders to a new Lender or Lenders pursuant to SECTION 13.11 who shall also consent to the extension of the Maturity Date. Administrative Agent agrees to exercise its reasonable best efforts to assist Borrowers in identifying prospective assignees of the Non-Consenting Lenders' Commitments hereunder; provided, however, that Administrative Agent has no obligation to ensure that any such assignees will agree to purchase assignments from the Non-Consenting Lenders. If Borrowers fail to effect assignments from the Non-Consenting Lenders to a requested extension new Lender or Lenders, then Borrowers may elect to not extend the original Maturity Date, as provided herein, by giving Agents written notice thereof within five (5) days prior to the original Maturity Date. In such event, Borrowers shall not obligate any other Lender be required to agree to such requested extensionpay the extension fee set forth in SECTION 3.20(E).

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period extensions of the Maturity Date by making such request in writing (an “Extension PeriodRequest”) to Administrative Agent at least thirty (30) days prior to each July 23rd during the term of this Agreement (except for the July 23rd that is the then-existing Maturity Date). Administrative Agent shall promptly notify each Lender of any such Extension Request (the date that is one year Administrative Agent receives such Extension Request being the “Request Date”) and each Lender shall notify Administrative Agent within thirty (30) days after the Existing Maturity Request Date (the “Requested Maturity Date”)whether such Lender consents to such extension; provided that the Borrowers may extend failure to respond by Administrative Agent or any Lender to an Extension Request shall be deemed to be a denial of such consent by such Person. If Lenders having a Pro Rata Share of at least sixty-six and two-thirds percent (66 2/3%) consent to such extension (such Lenders being “Consenting Lenders” and the Lenders not consenting being “Non-Consenting Lenders”) within thirty (30) days after the Request Date (the date Administrative Agent receives the necessary consents to such extension and receives or is deemed to have received the consent or denial of consent of all Lenders being the “Approval Date”), then the then-existing Maturity Date shall be extended for a maximum two one (21) such Extension Periods. The Borrowers may make such request in a notice given year as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, Consenting Lenders so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iia) no Default or Event Potential Default exists, (b) Borrowers, on or before ninety (90) days after the Approval Date, either (i) pays to the Non-Consenting Lenders the Principal Debt owing to such Non-Consenting Lenders, together with all accrued unpaid interest thereon, all fees, and any Funding Loss payable under Section 3.18 owing to such Non-Consenting Lenders, in which case the Commitment of Default each such Non-Consenting Lenders shall have occurred and be continuing on terminated, or (ii) effect one or more assignments from the date of such notice and as Non-Consenting Lenders to a new Lender or Lenders pursuant to Section 13.11 who shall also consent to the extension of the commencement date of the relevant Extension Period. Each Lenderthen-existing Maturity Date, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the and (c) Borrowers pay to Administrative Agent, notify for the Borrowers and account of the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Consenting Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.fee set forth in Section 3.20

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders and the Issuing Banks) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders and the Issuing Banks extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that the Borrowers Borrower may extend not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date for is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to Section 10.2(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree or not agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum two amount of its Commitment and, if such Lender (2or a designated Affiliate of such Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Periods. The Borrowers may make Request shall have been delivered by the Borrower (it being understood (x) that any Lender that shall have failed to exercise such request in right as set forth above shall be deemed to be a notice given as herein provided Declining Lender and substantially (y) that, in the form attached hereto case of any Lender then serving (or whose designated Affiliate is then serving) as Exhibit 2.8(aan Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each the Existing Maturity Date of the representations and warranties contained in Section 7 and in applicable Commitments shall, as to the other Credit Documents Consenting Lenders, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments of the relevant Consenting Lenders (including interest and fees payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Period. Each LenderRequest, acting (iii) such other modifications and amendments hereto specified in its sole discretionthe Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, shall, except that any such other modifications and amendments that do not later than a date 30 days after its receipt take effect until the Existing Maturity Date shall not require the consent of any such notice from Lender other than the Administrative Agent, notify Consenting Lenders) become effective and (iv) in the Borrowers and the Administrative Agent in writing case of its election to extend any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Commitment. Any Lender which Issuing Bank Sublimit, or shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Commitment (any Lender who timely notifies Issuing Bank Sublimit, such Issuing Bank shall not have the Borrowers and the Administrative Agent of an election not obligation to issue, amend, extend or fails increase Letters of Credit following the Extension Effective Date, if after giving effect to timely notify any such issuance, amendment, extension or increase, the Borrowers and Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the Administrative Agent date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its election being referred to as a “Terminating Lender” and all Issuing Bank Sublimit would exceed the extended portion (if any) of such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionIssuing Bank Sublimit.

Extension of Maturity Date. (a) On Subject to the following provisions, the initial Maturity Date set forth herein and any anniversary Maturity Date hereafter established in accordance with this Section 2.21 may be changed to a date not to exceed, in each case, the date 363 days after the effective date of the Closing Date change. By written notice to Administrative Agent delivered on or before November 15 of each year, Borrower may request a change to the then effective Maturity Date. Immediately upon receipt of such notice, the Administrative Agent shall deliver a copy to each Lender. After receipt of such notice and prior to the December 15 of such year, each Lender shall provide the Administrative Agent and the Borrower with a written consent or rejection of the Borrower's request. The decision whether to accept or reject the Borrower's request shall be made by each Lender in its sole discretion based on such information as it may deem necessary, and no Lender shall have any obligation to agree to any change in the Maturity Date. The failure of a Lender to respond to any such request shall be deemed a rejection of such request effective as of the applicable December 15. If with respect to a request of the Borrower under this Section 2.21, Lenders holding at least 50% of the Revolving Exposures and unused Commitments have agreed to the requested change to the Maturity Date and at least one or more of the Lenders is not willing to agree to a change in the Maturity Date, then on or before the Borrowers may request to extend the then-applicable Maturity Date (the “Existing then current Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a , by notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the Lenders, the Borrower may take either one or a combination of the Closing Date, so long as following actions: (i) terminate the Commitment of each of Lender that did not agree to the representations and warranties contained in Section 7 and change in the other Credit Documents Maturity Date (and the Total Commitment shall thereafter be true reduced accordingly) or (ii) require each such Lender to transfer and correct assign all its right, title, interest and obligations hereunder in all material respects accordance with Section 2.17 to one or more financial institutions, each as approved by the Borrower and the Administrative Agent. If a Lender's Commitment is terminated in accordance with this Section 2.21, (i) the Borrower shall on and as of the date of such notice and as of the commencement effective date of the relevant Extension Period as if made on termination, prepay to such Lender all Loans and as funded participation interests in Swingline Loans then held by such Lender together with accrued interest and Fees thereon and all other liquidated obligations owed to such Lender under the terms hereof (and thereupon, such Lender shall have no further obligation to make Loans or participate or fund participations in Swingline Loans or Letters of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific dateCredit) and (ii) no Default or Event of Default shall have occurred and be continuing on after giving effect to the date of such notice and as termination of the commencement date of Commitments that are being terminated in accordance with this Section 2.21, the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not Lenders who have agreed to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify will make appropriate assignments among themselves of the Borrowers and Loans outstanding hereunder in amounts sufficient so that after giving effect thereto, the Administrative Agent of its election to extend the Existing Maturity Date Loans shall be deemed not held by the remaining Lenders pro rata according to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensiontheir respective Applicable Percentages.

Extension of Maturity Date. (a) On any anniversary The Borrower may from time to time, pursuant to the provisions of this Section 2.12, without the consent of the Closing Date prior Administrative Agent or the Majority Lenders, agree with one or more Lenders to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension period of Maturity Date Request”) to the Administrative Agent not less than 30 days six months then applicable to such Lender’s Loan, and not more than 90 days prior to any anniversary of otherwise modify the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt economic terms of any such notice Loans or any portion thereof (including, without limitation, by modifying the interest rate or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.12, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension Offer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative AgentAgent (for distribution to the applicable Lenders), notify no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the Borrowers maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.12. In connection with any Extension, each applicable Lender wishing to participate in writing of its election such Extension shall, prior to extend or not to extend the Existing Maturity Date such due date, provide Administrative Agent with respect to its Commitmenta written notice thereof. Any Lender which shall that does not timely notify respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date applicable due date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all rejected such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionExtension.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity DateHyatt, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is on one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request or more occasions may, in a each case by notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent (which shall promptly notify the Lenders) not less than 30 45 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as delivery, the “Extension Date”) prior to each or any of the commencement date third, fourth and fifth anniversaries of the relevant Extension Period as if made on and as of Closing Date (each, an “Anniversary Date”), request that each Lender extend such Lender’s Maturity Date to the date (or, if any such representation and warranty the “New Maturity Date”) that is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on one year after the date of such notice and as of the commencement date of the relevant Extension Periodthen effective Maturity Date. Each Lender, acting in its sole discretion, shall, not by written notice to the Administrative Agent given no later than the date (the “Consent Date”) that is 20 days prior to the relevant Anniversary Date (provided that, if such date is not a date 30 days after its receipt of any such notice from Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative AgentAgent as to (i) whether or not such Lender agrees to such extension of its Maturity Date (each Lender so agreeing to such extension being an “Extending Lender”) and (ii) only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the amount of its Commitment (each Lender so offering to increase its Commitment being an “Increasing Lender” as well as an Extending Lender) and, if so, the amount of the additional Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). Each Lender that determines not to extend its Maturity Date (a “Non-Extending Lender”) shall notify the Borrowers Administrative Agent of such fact promptly after such determination but in any event no later than the Consent Date, and any Lender that does not advise the Administrative Agent in writing of its election on or prior to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Consent Date shall be deemed not to be a Non-Extending Lender and (without limiting Hyatt’s rights under Section 2.23(c)) shall have elected no liability to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”)Hyatt in connection therewith. The election of any Lender to agree to a requested such extension shall not obligate any other Lender to agree so agree. The Administrative Agent shall notify Hyatt and the Lenders of each Lender’s determination under this Section 2.23(a) no later than the date that is 15 days prior to the relevant Anniversary Date (or, if such requested extensiondate is not a Business Day, on the next preceding Business Day).

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and not more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend extension of the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request then in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) effect by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained such Maturity Date then in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agenteffect, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to grant or not to grant the extension as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected the date which is 30 days prior to extend the Existing such Maturity Date then in effect. If the Supermajority Lenders shall approve in writing the extension of the Maturity Date requested in such Extension Request, the Maturity Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.24 shall be for a maximum of 364 days and (ii) the Commitment of any Lender which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to such Maturity Date then in effect (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Maturity Date in effect on the date of such Extension Request (such Maturity Date, if any, referred to as the "Commitment Expiration Date" with respect to its Commitment such Objecting Lender). If not less than 30 days and not more than 60 days prior to such Maturity Date then in effect, the Supermajority Lenders shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (any Lender who timely notifies y) the Borrowers Lenders and the Administrative Agent Borrower of an election not any extension of the Maturity Date pursuant to extend or fails to timely notify this Section 2.24 and (z) the Borrowers Borrower and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election any other Lender of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionwhich becomes an Objecting Lender.

Extension of Maturity Date. The Borrower shall have the option, exercisable up to 2 (atwo) On any anniversary of times, to request that the Closing Administrative Agent and the Lenders agree to extend the Revolving Credit Facility Maturity Date or the Initial Term Facility Maturity Date, as applicable, by one (1) year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least thirty (30) days but not more than one hundred eighty (180) days prior to the current Revolving Credit Facility Maturity Date or Initial Term Facility Maturity Date, the Borrowers may as applicable, a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension PeriodRequest”) ), which may be revoked by Borrower prior to the date that is one year after the Existing such current Revolving Credit Facility Maturity Date (the “Requested or Initial Term Facility Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods, as applicable. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall pay to the Administrative Agent not less than 30 days and not more than 90 days each Lender within five (5) Business Days after receipt of written demand any and all reasonable and actual out-of-pocket costs incurred by the Administrative Agent and such Lender in connection with any such revoked Extension Request. The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Credit Facility Maturity Date or Initial Term Facility Maturity Date, as applicable, shall be extended for one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (z): (x) immediately prior to any anniversary such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist at the time of such Extension Request is delivered by Borrower and as of the Closing Date, so long as effectiveness of any such extension and (iB) each of the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date except to the extent that such representations and warranties expressly relate solely to an earlier date (orin which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, if any in which case such representation or warranty shall be true and warranty is expressly stated to have been made as of a specific date, correct in all respects) on and as of such specific earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, (iiy) no Default or Event of Default the Borrower shall have occurred and be continuing on delivered to the date of such notice and as of Administrative Agent (A) if there have been any changes to the commencement date of information provided in the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from Beneficial Ownership Certification since the last delivery thereof to the Administrative Agent, notify an updated Beneficial Ownership Certification on behalf of the Borrowers Borrower, and (B) an affirmation and consent, in form and substance reasonably acceptable to Administrative Agent, executed by each Guarantor, and (z) the Borrower shall have paid the Fees payable under Section 2.12(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent in writing of its election to extend a certificate from the chief executive officer or not to extend chief financial officer certifying the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being matters referred to as a “Terminating Lender” in the immediately preceding clauses (x)(A) and all such Lenders, collectively, the “Terminating Lenders”(x)(B). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (ai)The Company may, on not more than three (3) On any anniversary occasions during the term of the Closing Date prior to the Maturity Datethis Agreement, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a by written notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 thirty (30) days and not more than 90 ninety (90) days prior to any anniversary of the Closing Date, request that the Lenders extend the then-existing Maturity Date and the Commitments for an additional period of one (1) year. Each Lender shall, by notice to the Administrative Agent given not later than the twentieth (20th) day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Administrative Agent whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so long advised the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the then-existing Maturity Date shall, as to the Consenting Lenders, be extended to the first (1st) anniversary of the then-existing Maturity Date. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date, the Borrowers shall also make such other prepayments of their Loans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the Total Credit Exposures of all Lenders shall not exceed the Aggregate Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 11.13, at any time prior to the Existing Maturity Date, to replace any Declining Lender with a Lender or other Person that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this Section 2.14(a) shall become effective unless (i) with respect to each Borrower then existing at such time, the Administrative Agent shall have received deliverables of the type 68CHAR1\1990274v3 CHAR1\1990274v1 required pursuant to Section 4.01(c) and, if reasonably requested by the Administrative Agent, favorable written opinions of counsel to the Borrowers addressed to the Administrative Agent, the Lenders and the L/C Issuer, in form and substance satisfactory to the Administrative Agent and (ii) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the then-existing Maturity Date, after giving effect to such extension, (A) the representations and warranties contained in Section 7 this Agreement or any other Loan Document shall (1) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in the other Credit Documents which case they shall be true and correct as of such earlier date, and (2) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such specific earlier date, and except that for purposes of this Section 2.14(a), the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.03(a) and (iib), respectively, and (B) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lenderexist, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing shall have received a certificate to that effect dated such date and executed by a Financial Officer of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionCompany.

Extension of Maturity Date. (a) On any anniversary The Company may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date applicable Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders of such Class extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that that, for the Borrowers avoidance of doubt, each Lender may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) elect to the Administrative Agent agree or not less than 30 days and not more than 90 days prior to any anniversary of the Closing Dateagree, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shallto an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Company, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Company (with a copy to the Administrative Agent) not later than a date 30 days after its receipt of any such notice from day to be agreed upon by the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing following the date on which the Maturity Date Extension Request shall have been delivered by the Company (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment and/or Loans, it will be deemed for purposes hereof to extend or be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to extend such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section 2.24, on the date specified in the Maturity Date Extension Request as the Closing Date thereof (the “Extension Closing Date”), (i) the Existing Maturity Date with respect of the applicable Commitments and/or Loans shall, as to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election Consenting Lenders, be extended to extend the Existing Maturity Date such date as shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.specified therein,

Extension of Maturity Date. (a) On any anniversary of The Company may, by notice to the Closing Date Administrative Agent (which shall promptly notify the Lenders) not less than 45 days and not more than 60 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect hereunder (the “"Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”"); provided , request that the Borrowers may Lenders extend the Maturity Date for a maximum two an additional 364 days from the Consent Date (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Perioddefined below). Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such by notice from to the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing given on or before the date (herein, the "Consent Date") that is 30 days prior to the Existing Maturity Date (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day), advise the Company and the Administrative Agent whether or not such Lender agrees to such extension; provided that, if such Lender gives notice of its election consent to extend or such extension prior to the Consent Date, such Lender may revoke such consent at any time prior to the Consent Date by giving notice of such revocation to the Company and the Administrative Agent; and provided further that each Lender that determines not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which (a "Non-extending Lender") shall not timely notify the Borrowers and the Administrative Agent (which shall notify the Lenders) of its election to extend such fact promptly after such determination (but in any event no later than the Existing Maturity Consent Date) and any Lender that does not advise the Company on or before the Consent Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (be a Non-extending Lender. The election of any Lender who timely notifies that does not advise the Borrowers and Company on or before the Administrative Agent of an election not Consent Date shall be deemed to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as be a “Terminating Non-extending Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested such extension shall not obligate any other Lender to agree to such requested extensionso agree.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Applicable Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders of the applicable Class and to the other Administrative Agent) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Maturity Date for the Revolving Credit Commitments and/or applicable Class of Term Loans hereunder to be extended (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary Lenders of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to applicable Class extend the Existing Maturity Date in accordance with this Section 2A.01. Each Maturity Date Extension Request shall (i) specify the Revolving Credit Commitments and/or applicable Class of Term Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Margin to be applied in determining the interest payable on the applicable Class of Loans of, and fees payable hereunder to, Extending Lenders (as defined below) in respect to its Commitment. Any Lender which shall not timely notify of that portion of their Revolving Credit Commitments and/or the Borrowers applicable Class of Term Loans, as applicable, so extended and the Administrative Agent time as of its election which such changes will become effective (which may be prior to extend the Existing Maturity Date) and (iv) provide that each Lender of the applicable Class shall have the right to participate on a pro rata basis in such extension. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable Class or Classes shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Extending Lender” and each Lender not agreeing thereto being referred to herein as a “Non-Extending Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Revolving Credit Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Applicable Administrative Agent) not later than a day to be agreed upon by the Borrower and the Applicable Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed not to have elected be a Non-Extending Lender). If a Lender elects to extend only a portion of its then existing Revolving Credit Commitment and/or applicable Class of Term Loans, as applicable, it will be deemed for purposes hereof to be an Extending Lender in respect of such extended portion and a Non-Extending Lender in respect of the remaining portion of its Revolving Credit Commitment and/or applicable Class of Term Loans, as applicable, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the applicable Class of Loans of such Lender based on the aggregate principal amount of such applicable Class of Loans so extended and not extended. If Extending Lenders shall have agreed to such Maturity Date Extension Request in respect of Revolving Credit Commitments and/or applicable Class of Term Loans held by them, then, subject to Section 2A.01(d), on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Revolving Credit Commitments or applicable Term Loans shall, as to the Extending Lenders, be extended to such date as shall be specified therein (any such Commitments or Loans so extended, the “Extended Loans”), and (ii) the Applicable Margin and fees with respect to its Commitment such Extended Loans (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request; provided that the terms of any Lender who timely notifies such Extended Loans shall be identical to the Borrowers Revolving Credit Commitments and/or applicable Class of Term Loans of the existing Class from such Extended Loans converted (other than (A) with respect to pricing, fees, final maturity date and amortization and (B) covenants or other provisions applicable only to periods after the Latest Maturity Date of the then outstanding Term Loans). In addition any Maturity Date Extension Request may, with the consent of the Borrower, the Applicable Administrative Agent and the Extending Lenders (and no other Lenders) effect such technical changes to this Agreement as are necessary, in the good faith determination of the Applicable Administrative Agent Agent, to reflect such extension of an election not maturity. Notwithstanding the foregoing, at no time shall there be more than three separate maturity dates with respect to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionRevolving Credit Commitments.

Extension of Maturity Date. Borrower shall have two (a2) On any successive options to extend the scheduled Maturity Date of the Loan to the Monthly Payment Date in the month containing the one-year anniversary of the Closing Maturity Date as theretofore in effect (the period of each such extension, “Extension Term”). In order to exercise such extension option, Borrower shall deliver to Agent written notice of such extension on or before the date that is thirty (30) days prior to the Maturity Date, the Borrowers may request to extend the then-then applicable Maturity Date (but in no event more than ninety (90) days in advance of the “Existing applicable Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing ). The Maturity Date (the “Requested Maturity Date”); shall be extended pursuant to Borrower’s notice as aforesaid, provided that the Borrowers may extend following conditions are satisfied to Agent’s reasonable satisfaction for each extension of the term of the Loan: (i) no Event of Default shall be in existence either at the time of Borrower’s notice or on the then applicable Maturity Date for Date, (ii) Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable Extension Term and otherwise satisfy each of the requirements set forth in Section 4.1.18 hereof, including, without limitation, delivery of a maximum two new Assignment of Rate Protection Agreement, (2iii) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Debt Yield (the “Extension of Maturity Date Request”) to the Administrative calculated by Agent not less than 30 days and not more than 90 ten (10) days prior to any anniversary the then applicable Maturity Date) shall not be less than eight and one-half percent (8.5%) for the first Extension Term or nine percent (9%) for the second Extension Term, (iv) Borrower shall pay to Lender an extension fee in an amount equal to one quarter percent (0.25%) of the Closing Datethen outstanding principal balance of the Loan no later than the Business Day prior to the first day of the applicable Extension Term, so long as (v) the term of the Mezzanine Loan shall be extended to be co-terminus with the Loan, and (vi) Borrower has paid all of Lender’s reasonable, out-of-pocket costs and expenses in connection with such extension. If Borrower fails to exercise any Extension Term in accordance with the provisions of this Agreement, such Extension Term, and any subsequent Extension Term hereunder, will automatically cease and terminate. Notwithstanding anything to the contrary contained herein, if the Debt Yield threshold is not met in connection with the exercise of an extension option under this Section 2.3.3 and under the Mezzanine Loan Agreement, then Borrower shall have the right to partially prepay the Loan and the Mezzanine Loan pro rata by the amount necessary such that the applicable Debt Yield threshold is satisfied, provided (i) each with respect to the Loan, (A) no Spread Maintenance Premium shall be due in connection with any such prepayment of the representations Loan and warranties contained in Section 7 and in the other Credit Documents (B) such prepayment shall be true subject to the terms and correct in all material respects on and as provisions of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Section 2.4.1 below (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific dateother than those restricting partial prepayments) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and Mezzanine Loan, (A) no Spread Maintenance Premium (as defined in the Administrative Agent of its election to extend the Existing Maturity Date Mezzanine Loan Agreement) shall be deemed not due in connection with any such prepayment of the Mezzanine Loan and (B) such prepayment shall be subject to have elected to extend the Existing Maturity Date with respect to its Commitment terms and provisions of Section 2.4.1 of the Mezzanine Loan Agreement (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”other than those restricting partial prepayments). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders and the Issuing Banks) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders and the Issuing Banks extend the Existing Maturity Date (the “Requested Maturity Date”)in accordance with this Section; provided that the Borrowers Borrower may extend not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date for is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to Section 10.2(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree or not agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum two amount of its Commitment and, if such Lender (2or a designated Affiliate of such Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Periods. The Borrowers may make Request shall have been delivered by the Borrower (it being understood (x) that any Lender that shall have failed to exercise such request in right as set forth above shall be deemed to be a notice given as herein provided Declining Lender and substantially (y) that, in the form attached hereto case of any Lender then serving (or whose designated Affiliate is then serving) as Exhibit 2.8(aan Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each the Existing Maturity Date of the representations and warranties contained in Section 7 and in applicable Commitments shall, as to the other Credit Documents Consenting Lenders, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments of the relevant Consenting Lenders (including interest and fees payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Period. Each LenderRequest, acting (iii) such other modifications and amendments hereto specified in its sole discretionthe Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, shall, except that any such other modifications and amendments that do not later than a date 30 days after its receipt take effect until the Existing Maturity Date shall not require the consent of any such notice from Lender other than the Administrative Agent, notify Consenting Lenders) become effective and (iv) in the Borrowers and the Administrative Agent in writing case of its election to extend any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Commitment. Any Lender which Issuing Bank Sublimit, or shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Commitment (any Lender who timely notifies Issuing Bank Sublimit, such Issuing Bank shall not have the Borrowers and the Administrative Agent of an election not obligation to issue, amend, extend or fails increase Letters of Credit following the Extension Effective Date, if after giving effect to timely notify any such issuance, amendment, extension or increase, the Borrowers and Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the Administrative Agent date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its election being referred to as a “Terminating Lender” and all Issuing Bank Sublimit would exceed the extended portion (if any) of such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionIssuing Bank Sublimit.

Extension of Maturity Date. 1. Provided that no Default shall exist, the Borrower may request that the Maturity Date be extended for additional years (abut in no event by more than one year per request) On by giving written notice thereof (each an "EXTENSION REQUEST"), substantially in the form of Exhibit M, to the Administrative Agent at any anniversary of the Closing Date time (but in no event later than one year prior to the then Maturity DateDate in the case of the initial Extension Request) and, upon receipt of each such notice, the Borrowers may request Administrative Agent shall promptly notify each Lender thereof. Subject to extend Section 2.15(b), the then-applicable then current Maturity Date (the “Existing shall not be extended unless and until each Lender, in its sole and absolute discretion, shall have consented in writing to such request, in which event such then current Maturity Date”) for an additional one-year period (an “Extension Period”) Date shall be extended to the date that day which is one year after the Existing then current Maturity Date, PROVIDED THAT if such day is not a Business Day, then such then current Maturity Date (shall be extended to the “Requested Maturity Date”immediately preceding Business Day. Subject to Section 2.15(b); provided , in the event that any Lender shall not have granted its consent to an Extension Request, the Borrowers may extend the then current Maturity Date for a maximum two (2) such shall remain in effect. Each Lender shall respond to each Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in Request by no later than the form attached hereto as Exhibit 2.8(a) (30th day following the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of Request (each date (oran "EXPIRATION DATE"), if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any provided that each Lender which shall not timely notify the Borrowers and the Administrative Agent of its election have failed so to extend the Existing Maturity Date respond by such time shall be deemed not to have elected to extend consented thereto. In the Existing Maturity Date with respect to its Commitment (event that any Lender who timely notifies the Borrowers and declines to grant an Extension Request, the Administrative Agent of an election not to extend or fails to timely shall promptly notify the Borrowers and Borrower of the name of each such Lender but the Administrative Agent of its election being referred shall have no liability for any delay in delivering, or any failure to as a “Terminating Lender” and all deliver, such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionnotice.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request, by written request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent (the "Extension Request") not less earlier than 30 days and not more 120 nor later than 90 days prior to any anniversary of the Closing then current Maturity Date, so long as (i) each of that this agreement be amended to extend the representations and warranties contained in Section 7 and in Maturity Date to a date one year later than the other Credit Documents shall be true and correct in all material respects on and as of the effective date of such notice and as amendment (the "Extension Amendment"). A copy of the commencement date Extension Request shall be provided by the Administrative Agent to each Lender in accordance with Section 14.18. Each Lender shall notify the Administrative Agent as to whether or not it irrevocably consents to the Extension Amendment within 30 days following receipt of the relevant Extension Period as if made on and as of each date (orRequest. If any Lender does not provide such notice within such time, if any such representation and warranty is expressly stated Lender shall be deemed to have not consented to the Extension Amendment. Where the Extension Amendment has been made as consented to by Lenders which, in the aggregate, have extended to the Borrowers under the Credit Facility an amount of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as credit outstanding which is equal to at least four-fifths of the commencement date total amount of credit outstanding under the Credit Facility at such time, but has not been consented to by all of the relevant Extension Period. Each LenderLenders, acting in its sole discretionthen on or before the second Banking Day following the aforesaid 30 day period, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify Agent shall give written notice to the Borrowers and the Administrative Agent in writing of its election Lenders advising as to extend those Lenders who have irrevocably consented to the Extension Amendment (the "Consenting Lenders") and those Lenders who have not consented or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be who have been deemed not to have elected not consented to extend the Existing Maturity Date with respect to its Commitment Extension Amendment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such "Dissenting Lenders, collectively"). For certainty, the “Terminating Lenders”). The election determination of any Lender whether such four-fifths consent threshold has been met may be made, subject to agree the terms and conditions hereof, following a permanent reduction of the Credit Facility pursuant to a requested extension shall not obligate any other Lender to agree to such requested extensionSection 2.04.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 30 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then existing maturity date for Commitments hereunder (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to Lenders extend the Existing Maturity Date in accordance with this Section 2.21. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Revolving Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Commitments (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to its Commitment. Any Lender which shall such Xxxxxx agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not timely notify later than a day to be agreed upon by the Borrowers Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request AMERICAS 120615873 shall have been delivered by the Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its election then existing Commitment, it will be deemed for purposes hereof to extend be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended to such date as shall be deemed not to have elected to extend specified therein, (ii) the Existing terms and conditions of the Commitments of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity Date with respect Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to its Commitment any required approvals (any Lender who timely notifies including those of the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Required Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension) having been obtained) become effective.

Extension of Maturity Date. (a) On any anniversary The Company may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Banks) not less than 30 days, or more than 90 days, prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may Banks extend the Maturity Date for an additional period of one year with respect to all or part of their respective Commitments in accordance with this Section 2.18; provided that in no case shall the Maturity Date, as so extended, be later than February 22, 2026. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended, (ii) specify the changes, if any, to the Applicable Commitment Fee Rate, Applicable Letter of Credit Commission and Applicable Margin to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Banks in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 9.05 other than that of the Required Banks shall become effective unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Company, each Bank shall have the right to agree to or decline the extension of the Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Bank agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Bank” and each Bank not agreeing thereto being referred to herein as a “Declining Bank”), which right may be exercised by written notice thereof, specifying the maximum two amount of the Commitment of such Bank with respect to which such Bank agrees to the extension of the Maturity Date, delivered to the Company (2with a copy to the Administrative Agent) not later than a day to be agreed upon by the Company and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Company (it being understood that any Bank that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Bank). If a Bank elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting Bank in respect of such extended portion and a Declining Bank in respect of the remaining portion of its Commitment. If Banks constituting the Required Banks shall have agreed to such Maturity Date Extension Periods. The Borrowers may make such request Request in respect of Commitments constituting a notice given as herein provided and substantially majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the form attached hereto Maturity Date Extension Request as Exhibit 2.8(a) the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each of the representations and warranties contained in Section 7 and in Maturity Date shall, as to the other Credit Documents Consenting Banks, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments and Loans of the relevant Extension Period. Each LenderConsenting Banks (including interest and fees (including Letter of Credit fees) payable in respect thereof), acting shall be modified as set forth in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify Extension Request and (iii) such other modifications and amendments hereto specified in the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date Extension Request shall be deemed not (subject to have elected to extend any required approvals other than those of the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionRequired Banks having been obtained) become effective.

Extension of Maturity Date. (a) On any anniversary The Company may, by delivery of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable a Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 45 days and not more than 90 75 days prior to any anniversary of the Closing Effective Date, so long as (i) each request that the Lenders extend the Maturity Date for an additional period of one year; provided that there shall be no more than two extensions of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated Maturity Date pursuant to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Periodthis Section. Each Lender, acting in its sole discretion, Lender shall, not later than a date 30 days after its receipt of any such by notice from to the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing given not later than the 20th day after the date of its election to extend the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, advise the Company whether or not it agrees to extend the Existing Maturity Date with respect requested extension (each Lender agreeing to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election a requested extension being referred to as called a “Terminating Consenting Lender” ”, and all such Lenders, collectively, the “Terminating Lenders”). The election of any each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall not obligate any other Lender be deemed to have declined to agree to such requested extensionextension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.

Extension of Maturity Date. The Borrower shall have the right, which may be exercised one (a1) On any anniversary of time, to extend the Closing Maturity Date by one twelve-month period. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least sixty (60) days but not more than two hundred (200) days prior to the initial Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension PeriodRequest”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Maturity Date shall be extended for one twelve-month period effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (iv) (which fee shall be due and payable on or before the initial Maturity Date then being extended and as a condition to such extension): (i) immediately prior to the date that is one year after of such extension on the Existing initial Maturity Date and immediately after giving effect thereto, (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two x) no Default or Event of Default shall exist, and (2y) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the date of such extension with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orearlier date), if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from unless otherwise agreed by the Administrative Agent, notify the Borrowers and the Administrative Agent shall have received, at least thirty (30) days prior to the initial Maturity Date (or such shorter period as agreed to in writing of its election by the Administrative Agent), an updated Appraisal for any Borrowing Base Property for which the Appraisal previously delivered to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent is dated more than twelve (12) months prior to the date of its election the Extension Request, (iii) the Borrower shall have delivered, a pro forma Compliance Certificate evidencing compliance with the covenants set forth in Sections 10.1 through 10.4, and (iv) the Borrower shall have paid the Fees payable under Section 3.6(c). On the date of delivery of the Extension Request and immediately prior to extend the Existing Maturity Date effectiveness of the extension, the Borrower shall be deemed not deliver to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent a certificate from a Responsible Officer of an election not to extend or fails to timely notify the Borrowers and Borrower certifying the Administrative Agent of its election being matters referred to as a “Terminating Lender” in the immediately preceding clauses (i)(x) and all such Lenders, collectively, the “Terminating Lenders”(i)(y). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Closing Date Lenders) not less than 45 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then existing Maturity Date with respect to all or part of their respective Commitments (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided , request that the Borrowers may Lenders extend the Maturity Date in accordance with this Section 2.21. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 9.02(b) other than that of the Required Lenders shall become effective unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to which such Xxxxxx agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a maximum two Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Lenders constituting the Required Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments constituting a majority of the aggregate Commitments, then, subject to paragraph (2d) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially of this Section, on the date specified in the form attached hereto Maturity Date Extension Request as Exhibit 2.8(a) the effective date thereof (the “Extension of Maturity Date RequestEffective Date”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date), so long as (i) each of the representations and warranties contained in Section 7 and in Maturity Date shall, as to the other Credit Documents Consenting Lenders, be extended to such date as shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orspecified therein, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred the terms and be continuing on the date of such notice and as conditions of the commencement date Commitments and Loans of the relevant Extension Period. Each LenderConsenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), acting shall be modified as set forth in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify Extension Request and (iii) such other modifications and amendments hereto specified in the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date Extension Request shall be deemed not (subject to have elected to extend any required approvals other than those of the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionRequired Lenders having been obtained) become effective.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Borrower may prior to the Maturity Date, the Borrowers may request to extend the then-applicable Revolving Facility Maturity Date and the Term Maturity Date then in effect hereunder with respect to the Loans (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after extend the Existing Maturity Date (of both of the “Requested Revolving Facility Maturity Date and the Term Maturity Date”); provided that , in each case, by three (3) months, subject to the Borrowers may following terms and conditions: (a) not later than thirty (30) days prior to the Existing Maturity Date, Borrower shall deliver irrevocable written notice indicating its intention to extend the Existing Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary (which shall promptly notify each of the Closing DateLenders), so long (b) Borrower shall pay to the Administrative Agent for the account of each Lender an extension fee in an amount equal to 0.75% of the Revolving Commitment of such Lender and aggregate principal amount of the outstanding Term Loans of such Lender as of the date of such request and (c) Borrower shall deliver to the Administrative Agent a certificate dated as of the Existing Maturity Date signed by a Responsible Officer of Borrower certifying that, before and after giving effect to such extension, (i) each no Default or Event of the Default exists and (ii) all representations and warranties contained in Section 7 herein and in the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if except that any such representation and warranty that is expressly stated qualified as to have “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with such effect as though such representations and warranties had been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect Date, except to its Commitmentthe extent such representations and warranties expressly relate to an earlier date. Any Lender which This Section 2.08 shall not timely notify supersede any provisions in Section 10.02 to the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensioncontrary.

Extension of Maturity Date. (a) On any anniversary After November 23, 2021, the Borrower may, on one occasion during the term of this Agreement, request an extension of the Closing Maturity Date for an additional one-year period by submitting a request for extension (an “Extension Request”) to the Administrative Agent (which shall promptly advise each Lender) not more than 75 days or less than 30 days prior to the Maturity effective date of the proposed extension (the “Extension Effective Date”). In response to such request, each Lender shall, not later than 20 days prior to the applicable Extension Effective Date, notify the Borrowers may request Administrative Agent whether it is willing (in its sole and complete discretion) to extend the then-applicable scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) and any Lender that fails to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) give such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent shall be deemed to have elected not less to extend the scheduled Maturity Date). The Administrative Agent will notify the Borrower of the Lenders’ decisions no later than 30 days and not more than 90 15 days prior to any anniversary such Extension Effective Date. If Lenders holding more than 50% of the Closing Commitments elect to extend the scheduled Maturity Date, so long as then on such Extension Effective Date the Commitments of such Lenders shall be extended for an additional one-year period; provided that (i) each of the no Default exists on such Extension Effective Date and (ii) all representations and warranties contained in Section 7 and in the other Credit Documents shall be are true and correct in all material respects on and such Extension Effective Date, as though made as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Effective Date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Maturity Date (a “Declining Lender”) and (ii) no Default or Event of Default shall will have occurred and be continuing its Commitment terminated on the date of such notice and as of the commencement date of the relevant Extension Periodthen existing scheduled Maturity Date (without regard to any extension by other Lenders). Each LenderThe Borrower may, acting in at its sole discretionexpense and effort, shall, not later than a date 30 days after its receipt of upon notice to any such notice from Declining Lender and the Administrative Agent, notify require any Declining Lender to assign and delegate its rights and obligations under this Agreement to an Eligible Assignee selected by the Borrowers Borrower and the Administrative Agent willing to accept such assignment (in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers accordance with, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectivelysubject to, the “Terminating Lenders”restrictions and consents otherwise required for assignments generally). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

Extension of Maturity Date. (a) On any Not earlier than 60 days prior to, nor later than 30 days prior to, each anniversary of the Closing Date prior to the Maturity Date, the Borrowers Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a 364-day extension of the Maturity Date. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may request be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to extend have consented to such extension. The Administrative Agent shall promptly notify the thenBorrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be removed or replaced as a Lender pursuant to Section 10.16. The Maturity Date shall be extended only if Lenders holding at least 66-applicable 2/3% of the Aggregate Revolving Commitments (calculated prior to giving effect to any removals or replacements of Lenders permitted herein) and all Lenders (after giving effect to any removals or replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the existing Maturity Date, effective as of the existing Maturity Date (the “Existing Maturity "Extension Effective Date”) for an additional one-year period (an “Extension Period”) "). The Administrative Agent and the Borrower shall promptly confirm to the date that is one year after Lenders such extension and the Existing Maturity Date (Extension Effective Date. As a condition precedent to such extension, the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall deliver to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary a certificate of the Closing Date, so long Borrower and each Guarantor dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) each certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and, (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Section 7 Article V are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in the other Credit Documents which case they shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) earlier date and (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Periodis in existence. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the The Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender shall distribute an amended Schedule 2.01, which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not incorporated into this Agreement, to have elected to extend the Existing Maturity Date with respect to its reflect any changes in Lenders and their Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”)amounts. The election Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders. This Section 2.03 shall supersede any Lender provisions in Section 10.01 to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionthe contrary.

Extension of Maturity Date. (a) On The Company may request an extension (subject to each Lender’s right to deny any anniversary such requested extension in its sole discretion) of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) in effect at any time for an additional one-period of one year period by submitting a written request for an extension to the Administrative Agent (an “Extension PeriodRequest”) not more than 85 days and not less than 45 days (or such shorter time period as may be agreed to by the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”)Administrative Agent) prior to each anniversary of this Agreement; provided that the Borrowers may extend the Maturity Date for a maximum there shall be no more than two (2) such Extension Periodsextensions of the Maturity Date pursuant to this Section. The Borrowers may make such request in a notice given Extension Request shall specify (i) the new Maturity Date and (ii) the date as herein provided and substantially in of which the form attached hereto as Exhibit 2.8(a) next Maturity Date shall be effective (the “Extension Date”). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written acceptance of such Extension Request no later than fifteen (15) days after receipt of notice from the Administrative Agent (an “Acceptance of Extension”). An extension hereunder shall only be effective if an Acceptance of Extension is received by the Administrative Agent from the Required Lenders within the time period set forth above. Failure of a Lender to respond to an Extension Request shall be deemed a denial of such request. If any Lender does not accept such extension (each such Lender, a “Non-Extending Lender”), then on the Maturity Date Request”then in effect with respect to such Lender (without giving effect to the Extension Request rejected by such Lender), (a) the applicable Borrowers shall pay to such Lender all amounts then payable to such Lender under this Agreement and the Loan Documents on its applicable Maturity Date and (b) such Lender’s Commitments shall terminate on the Maturity Date applicable to such Lender. In addition, if as of such Extension Date (i) the aggregate amount of the Lenders’ US Tranche Revolving Exposures exceeds the aggregate amount of the US Tranche Revolving Commitments and/or (ii) the aggregate amount of the Lenders’ European Tranche Exposures exceeds the aggregate amount of the European Tranche Commitments, then the applicable Borrowers shall prepay the Loans and/or cash collateralize LC Exposure in the manner set forth in Section 2.11(b) (in such amounts and on terms and conditions reasonably satisfactory to the Administrative Agent not less than 30 days and not more than 90 days the Issuing Bank) on or prior to any anniversary of the Closing Date, such Extension Date so long as that (i) each of the representations and warranties contained in Section 7 and in aggregate US Tranche Revolving Exposures is equal to or less than the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) aggregate US Tranche Revolving Commitments and (ii) the aggregate European Tranche Exposures is equal to or less than the aggregate European Tranche Commitments remaining on such date after giving effect to the applicable terminations or removals. Notwithstanding the foregoing, no Default or Event extension of Default the Maturity Date pursuant to this Section shall have occurred and be continuing become effective unless on the date of such notice and as of Extension Date, the commencement date of the relevant Extension Period. Each Lender, acting conditions set forth in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Notwithstanding anything to the contrary, this Section 2.04 shall supersede any provisions in writing of its election Section 2.20 and Section 11.02 to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensioncontrary.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers WBA may extend the Maturity Date for additional periods of one or two years (in each case, a maximum two (2) such Extension Periods. The Borrowers may make “Maturity Date Extension”), by providing written notice of such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of (the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the effective date of such notice Maturity Date Extension, the “Extension Date”). The Administrative Agent shall promptly notify each Lender and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as L/C Issuer of such specific date) request and (ii) no Default or Event of Default each Lender and L/C Issuer shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lenderthen, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers WBA and the Administrative Agent in writing within 10 Business Days after such request whether such Lender or L/C Issuer will consent to the extension (each such Lender consenting to the extension, a “Consenting Lender”). The failure of its election any Lender or L/C Issuer to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers WBA and the Administrative Agent of its election intent to extend the Existing Maturity Date consent to an extension within such period shall be deemed not a rejection by such Lender or L/C Issuer, as applicable. Such extension shall be effective as to have elected Consenting Lenders and each L/C Issuer consenting to extend such extension if the Existing Required Lenders approve such Maturity Date Extension; provided, in each case, that (A) the applicable Maturity Date following any such extension shall not be a date that is more than five years after the applicable Extension Date and (B) at the existing Maturity Date in effect prior to each Maturity Date Extension, (1) the commitments of Lenders (including, for the avoidance of doubt, the Swing Line Lender) and L/C Issuers that did not consent to such Maturity Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Loans and L/C Obligations of such Lenders (or participations in any Swing Line Loans) and L/C Issuers will be repaid or Cash Collateralized, as applicable (it being understood that the commitments of the Declining Lenders and each L/C Issuer not consenting to such extension will remain in effect until the Maturity Date originally applicable to such Lenders) and (2) the applicable Borrower shall make such additional prepayments as shall be necessary in order that the Loans and L/C Obligations hereunder immediately after such existing Maturity Date will not exceed, respectively, the Aggregate Commitments and Letter of Credit Sublimit and (3) solely to the extent necessary to ensure that any Outstanding Credit Exposure with respect to its Commitment L/C Obligations is allocated ratably among the Consenting Lenders, Consenting Lenders (any Lender who timely notifies the Borrowers if any) and new Lenders (if any) in accordance with their updated Pro Rata Share, the Administrative Agent of an election not may, in its sole discretion, reallocate each Consenting Lender’s Outstanding Credit Exposure with respect to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionL/C Obligations.

Extension of Maturity Date. (a) On any anniversary The Borrower may from time to time, pursuant to the provisions of this Section 2.11, without the consent of the Closing Date prior Administrative Agent or the Majority Lenders, agree with one or more Lenders to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension period of Maturity Date Request”) to the Administrative Agent not less than 30 days six months then applicable to such Lender’s Loan, and not more than 90 days prior to any anniversary of otherwise modify the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt economic terms of any such notice Loans or any portion thereof (including, without limitation, by modifying the interest rate or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.11, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension Offer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative AgentAgent (for distribution to the applicable Lenders), notify no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the Borrowers maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.11. In connection with any Extension, each applicable Lender wishing to participate in writing of its election such Extension shall, prior to extend or not to extend the Existing Maturity Date such due date, provide Administrative Agent with respect to its Commitmenta written notice thereof. Any Lender which shall that does not timely notify respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date applicable due date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all rejected such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionExtension.

Extension of Maturity Date. (a) On any anniversary of The Parent Borrower may, not later than the Closing Date date that is six months prior to the Maturity Date, by written notice to the Borrowers may Administrative Agent and the Lenders, request to extend that the then-applicable Maturity Date (such date being referred to hereinafter as the “Existing "Initial Maturity Date”") for an additional one-year period be extended (an “Extension Period”the "Maturity Date Extension") to be the date that is one year two years after the Existing Initial Maturity Date (such date being referred to herein as the “Requested "Extended Maturity Date”"); provided that . Such notice shall offer each Lender the Borrowers may opportunity to extend the maturity of its Commitment to the Extended Maturity Date for a maximum two (2) such Extension PeriodsDate. The Borrowers may make such request in a Each Lender shall, by notice given as herein provided to the Parent Borrower and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent given not less than 30 days and not more than 90 days prior to the Initial Maturity Date, either agree to extend the maturity of its Commitment (each Lender so agreeing to extend the maturity of its Commitment being referred to herein as a "Consenting Lender") or decline to extend the maturity of its Commitment (and any anniversary Lender that does not deliver such a notice within such period shall be deemed to have declined to extend the maturity of its Commitment)(each Lender so declining or deemed to have declined being referred to herein as a "Non-Consenting Lender"). In the event that, on the 30th day prior to the Initial Maturity Date, less than 100% of the Closing Lenders have agreed pursuant to the preceding sentence to extend the maturity of their Commitments, then during the period prior to the Initial Maturity Date, so long the Parent Borrower may either (x) elect to continue this Agreement at a reduced size with the Consenting Lenders or (y) arrange for one or more banks or other financial institutions (any such bank or other financial institution being referred to herein as an "Extending Lender"), which may (but need not) include any Lender, to extend Commitments (to become effective on the Initial Maturity Date) in an aggregate amount equal to the amount of the total Commitments held by the Non-Consenting Lenders; provided that (i) each Extending Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (ii) the Borrowers, the Account Parties and each Extending Lender shall execute all such documentation as the Administrative Agent shall reasonably request to evidence such Extending Lender's Commitment and its status as a Lender. New Commitments created pursuant to this paragraph shall become effective on the Initial Maturity Date, provided that the conditions to the Maturity Date Extension are satisfied. Notwithstanding the foregoing, the Maturity Date Extension and the new Commitments of any Extending Lenders shall not become effective unless, on a date selected by the Parent Borrower by notice to the Administrative Agent that is within five Business Days prior to the Initial Maturity Date, each of the following conditions are satisfied: (i) the total amount of the Commitments of the Consenting Lenders and new Commitments of the Extending Lenders exceeds 50% of the Commitments in effect prior to giving effect to the termination of the Commitments of the Non-Consenting Lenders and the effectiveness of the new Commitments of the Extending Lenders; (ii) the representations and warranties contained in Section 7 and of the Loan Parties set forth in the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing continuing, in each case as of such date, and the Administrative Agent shall have received a certificate, dated such date and signed by the President, a Vice President or a Financial Officer of the Parent Borrower, to such effect; and (iii) the Administrative Agent shall have received documents consistent with those delivered on the date Effective Date under clauses (b) and (c) of such notice Section 4.01 (or, with respect to a Borrowing Subsidiary, clauses (a) and (b) of Section 4.03) as to the corporate power and authority of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election Account Parties to extend or not borrow hereunder after giving effect to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionExtension.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior Notwithstanding anything contained herein to the Maturity Datecontrary, the Borrowers may request to extend the then-applicable Borrower may, by delivery of a Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days (or such shorter period as the Administrative Agent may consent to) and not more than 90 60 days prior to any the anniversary of the Closing Date, so long as (i) each request that the Lenders extend the Maturity Date for an additional period of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period364 days. Each Lender, acting in its sole discretion, Lender shall, not later than a date 30 days after its receipt of any such by notice from to the Administrative Agent, notify the Borrowers Borrower and the Administrative Agent in writing of its election to extend given not later than the 20th day (or not to extend such later date as the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent may consent to) after the date of its election to extend the Existing Administrative Agent's receipt of the Borrower's Maturity Date shall be deemed Extension Request, advise the Borrower whether or not it agrees to have elected the requested extension (each Lender agreeing to extend the Existing Maturity Date with respect to its Commitment (any a requested extension being called a "Consenting Lender", and each Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender declining to agree to a requested extension being called a "Declining Lender"). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall not obligate any other Lender be deemed to have declined to agree to such extension and shall be a Declining Lender. Notwithstanding anything contained herein to the contrary, so long as Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the date that is 364 days after the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the "Existing Maturity Date"). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.14 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the aggregate outstanding principal amount of the Competitive Loans would not exceed the Total Commitment. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 2.22, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Existing Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date the conditions set forth in Section 4.01(e) and (f) (in each case, to the extent reasonably requested by the Administrative Agent), and 4.02(b), (c) and (d) shall be satisfied (with all references in Section 4.02 to a Borrowing being deemed to be references to such increase/extension) and the Administrative Agent shall have received a certificate to the effect that the conditions set forth in Section 4.02(b), (c) and (d) have been satisfied dated such date and executed by a Financial Officer of the Borrower.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period extensions of the Maturity Date by making such request in writing (an “Extension PeriodRequest”) to Administrative Agent at least thirty (30) days prior to each September 30th during the term of this Agreement (except for the September 30th that is the then-existing Maturity Date). Administrative Agent shall promptly notify each Lender of any such Extension Request (the date that is one year Administrative Agent receives such Extension Request being the “Request Date”) and each Lender shall notify Administrative Agent within thirty (30) days after the Existing Maturity Request Date (the “Requested Maturity Date”)whether such Lender consents to such extension; provided that the Borrowers may extend failure to respond by Administrative Agent or any Lender to an Extension Request shall be deemed to be a denial of such consent by such Person. If Lenders having a Pro Rata Share of at least sixty-six and two-thirds percent (66 2/3%) consent to such extension (such Lenders being “Consenting Lenders” and the Lenders not consenting being “Non-Consenting Lenders”) within thirty (30) days after the Request Date (the date Administrative Agent receives the necessary consents to such extension and receives or is deemed to have received the consent or denial of consent of all Lenders being the “Approval Date”), then the then-existing Maturity Date shall be extended for a maximum two one (21) such Extension Periods. The Borrowers may make such request in a notice given year as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, Consenting Lenders so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iia) no Default or Event Potential Default exists, (b) Borrowers, on or before ninety (90) days after the Approval Date, either (i) pays to the Non-Consenting Lenders the Principal Debt owing to such Non-Consenting Lenders, together with all accrued unpaid interest thereon, all fees, and any Funding Loss payable under Section 3.18 owing to such Non-Consenting Lenders, in which case the Commitment of Default each such Non-Consenting Lenders shall have occurred and be continuing on terminated, or (ii) effect one or more assignments from the date of such notice and as Non-Consenting Lenders to a new Lender or Lenders pursuant to Section 13.11 who shall also consent to the extension of the commencement date of the relevant Extension Period. Each Lenderthen-existing Maturity Date, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the and (c) Borrowers pay to Administrative Agent, notify for the Borrowers and account of the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Consenting Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.fee set forth in Section 3.20