Common use of Extension Offers Clause in Contracts

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding the Lenders applicable Tranche of one Term Loans, on a pro rata basis (based on the aggregate outstanding principal amount of such Tranche of Term Loans) and on the same terms to each such Lender, the Borrower may from time to time extend the maturity date and availability period of such Tranche of Term Loans, and otherwise modify the terms of such Tranche of Term Loans, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or more Classes fees payable in respect of such Tranche of Term Loans (each Class subject to such an Extension Offerand related outstandings) (each, an “Extension”, and each Tranche of Term Loans so extended being an “extended tranche”; any Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by Loans shall constitute a separate Tranche of Term Loans from the Administrative Agent and reasonably acceptable to other Tranches of Term Loans so long as the Borrower. Such notice shall set forth (i) the following terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of an Extension Offer is delivered to the Lenders and no Event of Default shall exist immediately after the effectiveness thereofof any Extension Loan, (ii) on except as to interest rates, fees, final maturity date and premium, which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the date of effectiveness thereof, the representations Borrower and warranties of each Loan Party set forth in the Loan Documents relevant Extension Offer), the Tranche of Term Loans of any Lender extended pursuant to any Extension (“Extension Loans”) shall have the same terms (save for any terms that apply solely after the latest maturity date of the Term Loans hereunder prior to giving effect to such Extension) as the Tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extension Loans shall be true and correct no earlier than the then latest maturity date of Term Loans hereunder, (iv) the Weighted Average to Life Maturity of the Extension Loans shall be no shorter than the remaining Weighted Average Life to Maturity of Tranche of Term Loans extended thereby; (v) the amortization schedule applicable to the Extension Loans pursuant to Section 2.4 for the periods prior to the maturity date of the Term Loans hereunder shall not be increased, (vi) any Extension Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in all material respects any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on and as the face amount thereof), in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Lenders shall be true and correct extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viii) all documentation in all material respects as respect of such earlier dateExtension shall be consistent with the foregoing, and (iiiix) ▇▇▇▇▇ ▇ and any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 3.16, the Extension Offer shall have delivered specify the Tranche of Term Loans as to which the Extension Offer applies and a minimum amount of Term Loans to be tendered (which shall not be less than $10,000,000) as a condition to the Administrative Agent consummation of such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewithExtension Offer (a “Minimum Extension Condition”). The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 3.16 (including, for the avoidance of each doubt, payment of any interest, fees or premium in respect of any Extension Agreement. Each Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement may, without the or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 3.16. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the applicable Extending Lenders, effect consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of the Term Loan so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 3.16. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect to accomplish the provisions purposes of this Section, including Section 3.16. (e) The conversion of any amendments necessary to treat the applicable Term Loans and/or Commitments hereunder into Extension Loans in accordance with this Section 3.16 shall not constitute a voluntary or mandatory payment or prepayment for purposes of the Extending Lenders as a new “Class” of loans and/or commitments hereunderthis Agreement.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans of a particular Class with a like Maturity Date (and with respect to any Extension Offer each Lender may, in its sole discretion, choose whether to accept or more Classes reject such Extension Offer), the Borrower may extend such Maturity Date and otherwise modify the terms of such Term Loans pursuant to the terms set forth in an Extension Offer (each, an “Extension,” and each group of such Term Loans so extended, as well as any such Term Loans of the same Class subject not so extended, being a “tranche”). Each Extension Offer will specify the minimum amount of Term Loans with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $10.0 million (or (a) if less, the aggregate principal amount of such Term Loans outstanding or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), and will be made on a pro rata basis to all Lenders of Term Loans of a particular Class with a like Maturity Date. If the aggregate outstanding principal amount of such Term Loans (calculated on the face amount thereof) in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans offered to be extended pursuant to an Extension Offer, then the Term Loans of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an “Extension Request Class”) to make Offer will be determined by the Borrower and an Extension Offer may contain one or more Extension Permitted Amendments pursuant conditions to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Sectionits effectiveness, including that a minimum amount of Term Loans or any amendments necessary to treat the or all applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereundertranches be tendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date, the Lenders Borrower may extend such Maturity Date and otherwise modify the terms of one or more Classes (each Class subject such Loans and/or Commitments pursuant to such the terms set forth in an Extension OfferOffer (each, an “Extension”). Each Extension Request Class”) Offer will specify the minimum amount of Loans and/or Commitments with respect to make one or more which an Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent Offer may be accepted, which will be an integral multiple of $1,000,000 and reasonably acceptable to the Borrower. Such notice shall set forth an aggregate principal amount that is not less than $5,000,000, or, if less, (i) the terms and conditions aggregate principal amount of the requested Extension Permitted Amendment and such Class of Loans outstanding or (ii) the date on which such Extension Permitted Amendment lesser minimum amount as is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to approved by the Administrative Agent), such consent not to be unreasonably withheld, conditioned or delayed. Extension Permitted Amendments shall become effective only with respect Offers will be made on a pro rata basis to the Loans and Commitments of the all Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable holding Loans and/or Commitments of a particular Class with a like Maturity Date. If the Extending aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) and/or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and/or Commitments offered to be extended pursuant to such Extension Offer, then the Loans and/or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness as determined by the Borrower, including a new “Class” condition that a minimum amount of loans Loans and/or commitments hereunderCommitments of any or all applicable tranches be tendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans with a like Maturity Date, the Borrower may, by written notice to the Administrative Agent from time to time, request an extension of the Maturity Date of Term Loans and otherwise modify the terms of Term Loans pursuant to the terms set forth in the relevant Extension Offer (each, an “Extension”). Each Extension Offer will specify the minimum amount of Term Loans with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $50.0 million (or more Classes (each Class subject a) if less, the aggregate principal amount of such Term Loans or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to such be unreasonably withheld, conditioned or delayed), and will be made on a pro rata basis to all Lenders of Term Loans of the applicable Class. If the aggregate outstanding principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans offered to be extended pursuant to an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by then the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date Term Loans of such notice, unless otherwise agreed Lenders will be extended ratably up to by such maximum amount based on the Administrative Agent). Extension Permitted Amendments shall become effective only respective principal amounts (but not to exceed actual holdings of record) with respect to the Loans and Commitments of the which such Lenders of the have accepted such Extension Request Class that accept the applicable Offer. No Extension Offer or Extension Amendment (such Lenders, the defined as follows) shall be required to be subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer is referred to herein as an “Extending Lenders”) and, in Term Lender,” and the case of any Extending Lender, only with respect to Term Loans held by such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to Lender accepting an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and Offer is referred to herein as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderExtended Term Loans.”

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans with a like Maturity Date, the Borrower may extend the Maturity Date of Term Loans and otherwise modify the terms of Term Loans pursuant to the terms set forth in the relevant Extension Offer (each, an “Extension,” and each group of Term Loans so extended, as well as the original Term Loans not so extended, being a “tranche”). Each Extension Offer will specify the minimum amount of Term Loans with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $125.0 million (or more Classes (each Class subject a) if less, the aggregate principal amount of such Term Loans or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to such be unreasonably withheld, conditioned or delayed), and will be made on a pro rata basis to all Lenders of Term Loans with a like Maturity Date. If the aggregate outstanding principal amount of Term Loans (calculated on the face amount thereof) in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans offered to be extended pursuant to an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by then the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date Term Loans of such notice, unless otherwise agreed Lenders will be extended ratably up to by such maximum amount based on the Administrative Agent). Extension Permitted Amendments shall become effective only respective principal amounts (but not to exceed actual holdings of record) with respect to the Loans and Commitments of the which such Lenders of the have accepted such Extension Request Class Offer. There is no requirement that accept the applicable any Extension Offer or Extension Amendment (such Lenders, the defined as follows) be subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer is referred to herein as an “Extending Lenders”) and, in Term Lender,” and the case of any Extending Lender, only with respect to Term Loans held by such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to Lender accepting an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and Offer is referred to herein as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Revolving Loans or more Classes all Refinancing Term Lenders (and with respect to any Extension Offer each Class subject Lender may, in its sole discretion, choose whether to accept or reject such Extension Offer), with a like Maturity Date, the Borrower may extend the Maturity Date of each such Lender’s Loans or Revolving Facility Commitments and otherwise modify the terms of such Loans or Revolving Facility Commitments pursuant to the terms of the relevant Extension Offer, including by increasing the interest rate or fees payable in respect to such Revolving Facility Commitments (each, an “Extension,” and each group of Loans or Revolving Facility Commitments so extended, as well as the original Loans or Revolving Facility Commitments not so extended, being a “tranche”). Each Extension Offer will specify the minimum amount of Revolving Facility Commitments with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $10.0 million (or (a) if less, the aggregate principal amount of such Revolving Facility Commitments or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), and will be made on a pro rata basis to all Lenders having Revolving Facility Commitments with a like Maturity Date. If the aggregate outstanding principal amount of Loans and Revolving Facility Commitments (calculated on the face amount thereof) in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and Revolving Facility Commitments offered to be extended pursuant to an Extension Offer, then the Loans and Revolving Facility Commitments of such Lenders will be extended ratably up to such maximum amount based on the Revolving Facility Commitments of or the principal amounts (but not to exceed actual holdings of record) with respect to which the Lenders that have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an “Extension Request Class”) to make Offer will be determined by the Borrower and an Extension Offer may contain one or more Extension Permitted Amendments pursuant conditions to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Sectionits effectiveness, including that a minimum amount of Loans or Revolving Facility Commitments or any amendments necessary to treat the or all applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereundertranches be tendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Loans with a like Maturity Date, the Borrower may extend the Maturity Date of each such Lender’s Revolving Facility Commitments and otherwise modify the terms of such Revolving Facility Commitments pursuant to the terms of the relevant Extension Offer, including by increasing the interest rate or more Classes (each Class subject fees payable in respect to such Revolving Facility Commitments (each, an “Extension,” and each group of Revolving Facility Commitments so extended, as well as the original Revolving Facility Commitments not so extended, being a “tranche”). Each Extension Offer will specify the minimum amount of Revolving Facility Commitments with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $25.0 million (or (a) if less, the aggregate principal amount of such Revolving Facility Commitments or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), and shall be made on a pro rata basis to all Lenders having Revolving Facility Commitments with a like Maturity Date. If the aggregate outstanding principal amount of Loans and Revolving Facility Commitments (calculated on the face amount thereof) in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and Revolving Facility Commitments offered to be extended pursuant to an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to then the Loans and Revolving Facility Commitments of such Lenders will be extended ratably up to such maximum amount based on the Revolving Facility Commitments of the Lenders of the that have accepted such Extension Request Class Offer. There is no requirement that accept the applicable any Extension Offer or Extension Amendment (such Lenders, the defined as follows) be subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer is referred to herein as an “Extending Lenders”) and, in Lender,” and the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of Revolving Facility Commitment held by such Extension Request Class as to which such Lender’s acceptance has been made. Lender (band so extended) An Extension Permitted Amendment shall be effected pursuant to accepting an Extension Agreement executed Offer are referred to herein as “Extended Loans” and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderExtended Commitments”.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes on a pro rata basis (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 5 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates certificates, reaffirmation agreements and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on Pursuant to one or more occasions, offers made from time to time by written the Borrower to all Term Lenders of a particular Class by notice to the Administrative Agent, make on a pro rata basis (based on the aggregate outstanding Term Loans of such Class) and on the same terms (“Term Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Term Lenders from time to time to extend the maturity date of such Lender’s Term Loans and to otherwise modify the terms of such Lender’s Term Loans pursuant to the terms of the relevant Term Extension Offer (including increasing the interest rate or fees payable in respect of such Lender’s Term Loans and/or modifying the amortization schedule (if any) in respect of such Lender’s Term Loans). Pursuant to one or more offers made from time to time by the Borrower to all Revolving Credit Lenders by notice to the Administrative Agent, on a pro rata basis (eachbased on the aggregate outstanding Revolving Credit Commitments) and on the same terms (“Revolving Extension Offers” and, together with Term Extension Offers, “Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Revolving Credit Lenders from time to time to extend the maturity date of such Lender’s Revolving Credit Commitments and to otherwise modify the terms of such Lender’s Revolving Credit Commitments pursuant to the terms of the relevant Revolving Extension Offer (including increasing the interest rate or fees payable in respect of such Lender’s Revolving Credit Commitments). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentences shall mean, (i) when comparing Term Extension Offers, that the Term Loans are offered to be extended for the same amount of time and that the interest rate changes and fees payable in respect thereto are the same and (ii) when comparing Revolving Extension Offers, that the Revolving Credit Commitments are offered to be extended for the same amount of time and that the interest rate changes and fees payable in respect thereto are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement pursuant to a Loan Extension Agreement (any such extended Term Loan, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to Extended Term Loan” and any such an Extension Offerextended Revolving Credit Commitment, an “Extended Revolving Credit Commitment”). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent a Loan Extension Request ClassAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Credit Commitments of such Extending Lender. Each Loan Extension Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, that (i) except as to interest rates, fees, amortization, final maturity date, collateral arrangements and voluntary and mandatory prepayment arrangements (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans shall have (x) the same terms as the Term Loans being extended, or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the Maturity Date for the Term Loans being extended, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans being extended and (iv) except as to interest rates, fees, final maturity, collateral arrangements and voluntary and mandatory prepayment arrangements, any Extended Revolving Credit Commitment shall be a Revolving Credit Commitment with the same terms as the Revolving Credit Commitments being extended. Upon the effectiveness of any Loan Extension Agreement, this Agreement shall be amended to the extent necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Credit Commitments evidenced thereby and other changes necessary to preserve the intent of this Agreement without the consent of any other Lender and without regard to Section 10.01, including without limitation to incorporate the Extending Lenders as “Lenders”) , and the Extended Term Loans and Extended Revolving Credit Commitments as “Loans” and/or “Term Loans” and/or Commitments, for all applicable purposes hereunder, including the definitions of Required Lenders and Required Class Lenders and to make one establish any tranche of Extended Term Loans or more Extension Permitted Amendments pursuant to procedures reasonably specified Extended Revolving Credit Commitments as an independent Class or Facility, as applicable. Any such deemed amendment may, at the Borrower’s or the Administrative Agent’s request, be memorialized in writing by the Administrative Agent and reasonably acceptable the Borrower and furnished to the Borrowerother parties hereto. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. Such notice shall For the avoidance of doubt, the commitments and obligations of L/C Issuer in respect of its L/C Commitment can only be extended pursuant to an Extension or otherwise with such Person’s consent. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.15), (i) no Extended Term Loan or Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided, that the terms and conditions aggregate amount of Extended Term Loans or Extended Revolving Credit Commitments for any new Class of Term Loans or Revolving Credit Commitments made in connection with any Extension Offer shall be at least $25 million (or such lesser amount as shall equal the requested Extension Permitted Amendment and entire amount of outstanding Term Loans of any Class or Revolving Credit Commitments of any Class, as applicable, being extended), (ii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Credit Commitment pursuant to one or more Extension Offers (subject to applicable proration in the date on which such case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension Permitted Amendment is requested of any Loan or Revolving Credit Commitment at any time or from time to become effective (which shall not be less time other than 10 Business Days nor more than 30 Business Days after notice to the date Administrative Agent of such noticeExtension, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept any conditions set forth in the applicable Extension Offer and the terms of the Extended Term Loan or Extended Revolving Credit Commitment implemented thereby, (such Lenders, iv) the “Extending Lenders”) and, interest rate limitations referred to in the case proviso to clause (v) of Section 2.13(b) shall not be implicated by any Extending LenderExtension, only with (v) all obligations in respect to such Lender’s of Extended Term Loans and Extended Revolving Credit Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to Obligations under this Agreement and the other Loan Documents as may that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents and (vi) no Lender shall have any obligation to extend the maturity date or otherwise modify the terms of its Term Loans or Revolving Credit Commitments pursuant to any Extension Offers made by the Borrower hereunder. (e) Each extension shall be necessary or appropriate, consummated pursuant to procedures set forth in the opinion of associated Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent, Agent prior to give effect making any Extension Offer to the establish reasonable procedures with respect to mechanical provisions of this Sectionrelating to such Extension, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereundertiming, rounding and other adjustments.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans or Commitments of a particular Class with a like Maturity Date, the Lenders Borrower may extend such Maturity Date and otherwise modify the terms of one such Loans or more Classes (each Class subject Commitments pursuant to such the terms set forth in an Extension OfferOffer (each, an “Extension,” and each group of Loans or Commitments so extended, as well as any Loans of the same Class not so extended, each being a “tranche”). Each Extension Request Class”) Offer will specify the minimum amount of Loans or Commitments with respect to make one which an Extension Offer may be accepted, which will be an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $10,000,000, or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth if less, (i) the terms and conditions aggregate principal amount of the requested Extension Permitted Amendment and such Loans outstanding or (ii) the date on which such Extension Permitted Amendment lesser minimum amount as is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to approved by the Administrative Agent), such consent not to be unreasonably withheld, conditioned or delayed. Extension Permitted Amendments shall become effective only Offers will be made on a pro rata basis to all Lenders holding Loans or Commitments of a particular Class with a like Maturity Date. If the aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans or Commitments offered to be extended pursuant to such Extension Offer, then the Loans or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to the Loans and Commitments of the which such Lenders of the have accepted such Extension Request Class Offer. There is no requirement that accept the applicable any Extension Offer or Extension Amendment (such Lenders, the defined as follows) be subject to any “Extending Lenders”) and, in the case most favored nation” pricing provisions. The terms of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such an Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment Offer shall be effected pursuant to an Extension Agreement executed and delivered determined by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided Extension Offers may contain one or more conditions to their effectiveness, including a condition that no Extension Permitted Amendment shall become effective unless (i) no Default a minimum amount of Loans or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent Commitments of any Lender other than the or all applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may tranches be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereundertendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Term Lenders of one or more Classes on a pro rata basis (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 five (5) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Term Loans and Commitments of the Term Lenders of the Extension Request Class that accept the applicable Extension Offer (such Term Lenders, the “Extending Term Lenders”) and, in the case of any Extending Term Lender, only with respect to such Lender’s Term Loans and Commitments of such Extension Request Class as to which such Term Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Term Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates certificates, reaffirmation agreements and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Term Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all of the Term A Lenders, all of the Term B Lenders or all of the Revolving Lenders of one or more Classes on a pro rata basis (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 five (5) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only (i) with respect to the Term A Loans and Commitments of the Term A Lenders of the Extension Request Class that accept the applicable Extension Offer or the Term B Loans of the Term B Lenders of the Extension Request Class that accept the applicable Extension Offer, as applicable (such Term Lenders, the “Extending Term Lenders”) and, in the case of any Extending Term Lender, only with respect to such Lender’s Term A Loans or Term B Loans, as applicable, of such Extension Request Class as to which such Term A Lender’s or Term B Lender’s, as applicable, acceptance has been made and (ii) with respect to the Revolving Loans of the Revolving Lenders of the Extension Request Class that accept the applicable Extension Offer (such Revolving Lenders, the “Extending Revolving Lenders”) and, in the case of any Extending Revolving Lender, only with respect to such Lender’s Revolving Loans and Commitments of such Extension Request Class as to which such Revolving Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Term Lender or Extending Revolving Lender, and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates certificates, reaffirmation agreements and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Term Lender and Revolving Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on Pursuant to one or more occasions, offers made from time to time by written the Borrower to all Term Lenders of a particular Class by notice to the Administrative Agent, make on a pro rata basis (based on the aggregate outstanding Term Loans of such Class) and on the same terms (“Term Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Term Lenders from time to time to extend the maturity date of such Lender’s Term Loans and to otherwise modify the terms of such Lender’s Term Loans pursuant to the terms of the relevant Term Extension Offer (including increasing the interest rate or fees payable in respect of such Lender’s Term Loans and/or modifying the amortization schedule (if any) in respect of such Lender’s Term Loans); provided, that it is understood and agreed that no Term Lender will have any obligation to accept or commit to any such Term Extension Offer. Pursuant to one or more offers made from time to time by the Borrower to all Revolving Credit Lenders by notice to the Administrative Agent, on a pro rata basis (eachbased on the aggregate outstanding Revolving Credit Commitments) and on the same terms (“Revolving Extension Offers” and, together with Term Extension Offers, “Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Revolving Credit Lenders from time to time to extend the maturity date of such Lender’s Revolving Credit Commitments and to otherwise modify the terms of such Lender’s Revolving Credit Commitments pursuant to the terms of the relevant Revolving Extension Offer (including increasing the interest rate or fees payable in respect of such Lender’s Revolving Credit Commitments); provided, that it is understood and agreed that no Revolving Credit Lender will have any obligation to accept or commit to any such Revolving Extension Offer. For the avoidance of doubt, the reference to “on the same terms” in the preceding sentences shall mean, (i) when comparing Term Extension Offers, that the Term Loans are offered to be extended for the same amount of time and that the interest rate changes and fees payable in respect thereto are the same and (ii) when comparing Revolving Extension Offers, that the Revolving Credit Commitments are offered to be extended for the same amount of time and that the interest rate changes and fees payable in respect thereto are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an additional tranche of term loans (which, for the avoidance of doubt, shall not count as an Incremental Term Loan for purposes of calculating the Maximum Incremental Facilities Amount) for such Lender, if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extension OfferExtended Term Loan”)) to all the Lenders of one or more Classes (each Class a Revolving Credit Commitment subject to the applicable Extension (which, for the avoidance of doubt, shall not count as a Revolving Credit Increase for purposes of calculating the Maximum Incremental Facilities Amount) for such Lender, if such Lender is extending an Extension Offerexisting Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment”). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent a Loan Extension Request ClassAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Credit Commitments of such Extending Lender. Each Loan Extension Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, that (i) except as to interest rates, fees, amortization, final maturity date, collateral arrangements and voluntary and mandatory prepayment arrangements (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans shall have (x) the same terms as the Term Loans, or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the Maturity Date for the Term Loans, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans and (iv) except as to interest rates, fees, final maturity, collateral arrangements, voluntary and mandatory prepayment arrangements and commitment reduction arrangements (which may provide for Extended Revolving Credit Commitments to share less than ratably relative to non-Extended Revolving Credit Commitments), any Extended Revolving Credit Commitment shall be a Revolving Credit Commitment with the same terms as the existing Revolving Credit Commitments, and funded and repaid ratably with such existing Revolving Credit Commitments. Upon the effectiveness of any Loan Extension Agreement, this Agreement shall be amended to the extent necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Credit Commitments evidenced thereby and other changes necessary to preserve the intent of this Agreement without the consent of any other Lender and without regard to Section 10.01, including without limitation to incorporate the Extending Lenders as “Lenders”) , and the Extended Term Loans and Extended Revolving Commitments as “Loans” and/or “Term Loans” and/or Commitments, for all applicable purposes hereunder, including the definition of Required Lenders and to make one establish any tranche of Extended Term Loans or more Extension Permitted Amendments pursuant to procedures reasonably specified Extended Revolving Commitments as an independent Class or Facility, as applicable. Any such deemed amendment may, at the Borrower or the Administrative Agent’s request, be memorialized in writing by the Administrative Agent and reasonably acceptable the Borrower and furnished to the Borrowerother parties hereto. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. Such notice shall For the avoidance of doubt, the commitments and obligations of any Swing Line Lender or L/C Issuer can only be extended pursuant to an Extension or otherwise with such Person’s consent. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.16), (i) no Extended Term Loan or Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided, that the terms and conditions aggregate amount of the requested Extended Term Loans or Extended Revolving Credit Commitment for any new Class of Term Loans or Revolving Credit Commitments made in connection with any Extension Permitted Amendment and Offer shall be at least $25 million, (ii) the date on which such any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Credit Commitment pursuant to one or more Extension Permitted Amendment is requested Offers (subject to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, proration in the case of over participation) (including the extension of any Extending LenderExtended Term Loan and/or Extended Revolving Credit Commitment), only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower there shall have delivered be no condition to any Extension of any Loan or Revolving Credit Commitment at any time or from time to time other than notice to the Administrative Agent of such legal opinionsExtension and the terms of the Extended Term Loan or Extended Revolving Credit Commitment implemented thereby, board resolutions(iv) the interest rate limitations referred to in the proviso to clause (e) of Section 2.14(b) shall not be implicated by any Extension and (v) all Extended Term Loans, secretary’s certificates, officer’s certificates Extended Revolving Credit Commitments and other documents as all obligations in respect thereof shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to Obligations under this Agreement and the other Loan Documents as may that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents. (e) Each extension shall be necessary or appropriate, consummated pursuant to procedures set forth in the opinion of associated Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent, Agent prior to give effect making any Extension Offer to the establish reasonable procedures with respect to mechanical provisions of this Sectionrelating to such Extension, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereundertiming, rounding and other adjustments.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one the applicable tranche, on a pro rata basis (based on the aggregate outstanding principal amount of the applicable tranche of Term Loans or more Classes (the Revolving Credit Commitments, as applicable) and on the same terms to each Class subject such Lender, the Borrower may from time to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth time extend (i) the terms and conditions maturity date of the requested Extension Permitted Amendment and any tranche of Term Loans or (ii) the maturity date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after and availability period of the date Revolving Credit Commitments, and otherwise modify the terms of such noticeany tranche of Term Loans or the Revolving Credit Commitments, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect as applicable, pursuant to the Loans and Commitments terms of the Lenders of the Extension Request Class that accept the applicable relevant Extension Offer (such Lendersincluding, without limitation, by increasing the interest rate or fees payable in respect of the Term Loans or the Revolving Credit Commitments, as applicable (and related outstandings)) (each, an “Extending LendersExtension”) and, and each group of Loans as so extended, as well as the original Loans (in each case not so extended), being a “tranche”; any Extension Loans shall constitute a separate tranche of Term Loans or Revolving Credit Commitments from the case tranche of any Extending LenderTerm Loans or Revolving Credit Commitments, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to applicable, from which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇Loans were converted), so long as the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the time the offering document in respect of an Extension Offer is delivered to the applicable Lenders and as of the date of effectiveness thereofsuch Extension, (ii) on except as to interest rates, fees, final maturity date and premium (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the date of effectiveness thereof, the representations Borrower and warranties of each Loan Party set forth in the Loan Documents relevant Extension Offer), the Loans or the Revolving Credit Commitments of any Lender extended pursuant to any Extension (“Extension Loans”) shall have the same terms (save for any terms that apply solely after the latest maturity date of the Loans or the Commitments hereunder prior to giving effect to such Extension) as the tranche of the applicable Term Loans or Revolving Credit Commitments subject to such Extension Offer, (iii) the final maturity date of any Extension Loans in respect of any tranche of Term Loans shall be true and correct no earlier than the then latest maturity date of the Term Loans or Revolving Credit Commitments hereunder, (iv) any Extension Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in all material respects any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (v) if the aggregate principal amount of Term Loans or Revolving Credit Commitments (calculated on and the face amount thereof), in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of the Term Loans or Revolving Credit Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as applicable, of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Lenders shall be true and correct extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vi) all documentation in all material respects as respect of such earlier dateExtension shall be consistent with the foregoing, and (iiivii) ▇▇▇▇▇ ▇ and any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension. (b) With respect to all Extensions consummated by the Borrower shall have delivered pursuant to this Section 2.22, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Administrative Agent Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such legal opinions, board resolutions, secretaryExtension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s certificates, officer’s certificates sole discretion and other documents as shall reasonably may be requested waived by the Administrative Agent in connection therewithBorrower) of Term Loans or Revolving Credit Commitments be tendered. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.22 (including, for the avoidance of each Extension Agreement. Each Extension Agreement maydoubt, without the consent payment of any Lender interest, fees or premium in respect of any Extension Loans on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other than Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.22. (c) The Lenders hereby irrevocably authorize the applicable Extending Lenders, effect such Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans or Revolving Credit Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.22. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice of the applicable Extension Offer, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect accomplish the purposes of this Section 2.22. (e) The conversion of any Term Loans or Revolving Credit Commitments hereunder into Extension Loans in accordance with this Section 2.22 shall not constitute an optional or mandatory payment or prepayment, an increase in the Revolving Credit Commitments or an issuance of Incremental Term Loans for purposes of this Agreement. (f) This Section 2.22 shall supersede any provisions in Section 10.1 which would otherwise subject an Extension to the provisions consent of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderRequired Lenders.

Extension Offers. (a) The Borrower Borrowers may on one at any time and from time to time request that all or more occasionsa portion of the Commitments or Loans of any Class, by written notice to in each case existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” or an “Existing Loan”, as applicable) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans (any Commitments which have been so extended, “Extended Commitments”, and any Loans which have been so extended, “Extended Loans”) and to provide for other terms consistent with this Section 2.14. Prior to entering into any Extension Amendment (as defined below) with respect to any Extended Commitments or Extended Loans, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders in respect of the applicable Existing Commitments and/or Existing Loans and which such request shall be offered equally to all the Lenders of one or more Classes such Lenders) (each Class subject to such an Extension Offer, an “Extension Request Request”) setting forth the proposed terms of the Extended Commitments and/or Extended Loans to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments and/or Existing Loans from which they are to be extended (the “Specified Existing Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth except that (i) the terms and conditions all or any of the requested Extension Permitted Amendment and final maturity dates of such Extended Commitments and/or Extended Loans may be delayed to later dates than the final maturity dates of the Existing Commitments and/or Existing Loans of the Specified Existing Class, (iiii)(x) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such noticeinterest rates, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments and/or Extended Loans may be different from those for the Existing Commitments and/or Existing Loans of the Specified Existing Class and/or (y) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments and/or Extended Loans in addition to or in lieu of any of the items contemplated by the preceding clause (x), and (iii) the Extension Amendment may provide for other covenants and terms that apply to any period after the Maturity Date in respect of the Specified Existing Class (as such date is set forth on the date of any determination); provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (A) the borrowing and repayment of the Extended Loans shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Class (the mechanics for which may be implemented through the applicable Extension Amendment (as defined below) and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Class), except with respect to any such repayment of the Existing Loans of the Specified Existing Class on the applicable Maturity Date in respect thereof, and (B) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Commitments or Loans converted into Extended Commitments or Extended Loans, as applicable, pursuant to any Extension Request. Any (1) Extended Commitments shall constitute a separate class of Commitments from Existing Commitments of the Lenders Specified Existing Class and from any other Existing Commitments and (2) Extended Loans shall constitute a separate class of Loans from Existing Loans of the Extension Request Specified Existing Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of and from any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been madeother Existing Loans. (b) An The Borrowers shall provide the applicable Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless Request at least three (i3) no Default Business Days (or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and such shorter period as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent may determine in connection therewith. The Administrative Agent shall promptly notify each Lender as its reasonable discretion) prior to the effectiveness of each Extension Agreement. Each Extension Agreement maydate on which Lenders holding Existing Commitments and/or Existing Loans are requested to respond, without the consent of any Lender other than the applicable Extending Lendersand shall agree to such procedures, effect such amendments to this Agreement and the other Loan Documents if any, as may be necessary established by, or appropriateacceptable to, in the opinion of the Administrative Agent, in each case acting reasonably, to give effect to accomplish the provisions purpose of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.

Extension Offers. (a) The Borrower may Representative may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of under one or more Classes Facilities on the same terms to each such Lender (each Class subject to such an Extension Offer, an a “Extension Request Specified Class”) to make one or more Extension Permitted Amendments extend the Revolving Termination Date as to such Specified Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerBorrower Representative; provided that (i) any such offer shall be made by the Borrower Representative to all Lenders with Commitments with a like Revolving Termination Date on a pro rata basis (based on the aggregate outstanding amount of the applicable Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower Representative and (iv) the relevant Issuing Bank and the relevant Swingline Lender shall have approved such Permitted Extension. Such notice shall set forth (i) the terms and conditions of the requested Permitted Extension Permitted Amendment and (ii) the date on which such Permitted Extension Permitted Amendment is requested to become effective (which shall not be less than 10 five Business Days nor more than 30 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no termination of Commitments of the Specified Classes shall be permitted unless such termination is accompanied by an at least pro rata termination of all earlier maturing Commitments (including previously extended Commitments) (or all earlier maturing Commitments (including previously extended Commitments) shall otherwise be or have been terminated and all underlying Finance Obligations repaid in full (or Collateralized, as applicable)). Extension Permitted Amendments Extensions shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Specified Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Extension Offer. (b) An A Permitted Extension Permitted Amendment shall be effected pursuant to an amendment to this Agreement (an “Extension Agreement Agreement”) executed and delivered by ▇▇▇▇▇ ▇, the BorrowerBorrowers, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. No Extension Agreement shall provide for any extension of any Specified Class in an aggregate principal amount that is less than 25% of such Specified Class then outstanding or committed, as the case may be. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Borrower Representative, to give effect to the provisions of this SectionSection 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that (x) no Extension Agreement may provide for (i) any Specified Class to be secured by any Collateral or other assets of any Group Member that does not also secure the Loans and (ii) so long as any Loans are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Loans on a pro rata basis, (y) except as otherwise agreed to by the relevant Issuing Bank, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued Letter of Credit as between the commitments of such new “Class” and the remaining Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Commitments and (ii) the Revolving Termination Date may not be extended without the prior written consent of the relevant Issuing Bank, and (z) the terms and conditions of the applicable Loans and/or Commitments of the Accepting Lenders (excluding pricing, fees, rate floors and optional prepayment or redemption terms) shall be substantially identical to, or (taken as a whole) shall be no more favorable to, the Accepting Lenders than those applicable to the Specified Class (except for financial covenants or other covenants or provisions applicable only to periods after the Revolving Termination Date at the time of such Extension Offer, as may be agreed by the Borrower Representative and the Accepting Lenders). (c) Subject to Section 2.24(b), the Borrower Representative may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension Agreement that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower Representative’s sole discretion and may be waived by the Borrower Representative) of Commitments of any or all applicable Classes be extended. (d) Notwithstanding anything to the contrary in this Agreement, this Section 2.24 shall supersede any provisions in Section 10.1 to the contrary.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an a “Extension Offer”) made from time to time by the Borrower Agent to all the Lenders of one Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of such Commitments with a like maturity date, as the case may be) and offered on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Commitments and otherwise modify the terms of such Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate, premiums or more Classes fees payable in respect of such Commitments (each Class subject to such an Extension Offerand related outstandings)) (each, an “Extension Request Extension”, and each group of Commitments as so extended, as well as the Initial Revolving Loan Commitments (in each case not so extended), being a separate Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by ; any Extended Revolving Commitments shall constitute a separate Class of Commitments from the Administrative Agent and reasonably acceptable to Class of Commitments from which they were converted), so long as the Borrower. Such notice shall set forth following terms are satisfied: (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case Commitment of any Extending Lender, only Lender that agrees to an Extension with respect to such Commitment (an “Extending Revolving Loan Lender’s ”) extended pursuant to an Extension (an “Extended Revolving Commitment” and the loans made pursuant thereto, the “Extended Revolving Loans”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) which shall be extended pursuant to an Extension Offer and shall have terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Loan Lenders, as the original Commitments except as to interest rates, fees, final maturity and, after the Latest Maturity Date that is in effect on the effective date of such Extended Revolving Commitments or Extended Revolving Loans (immediately prior to the establishment of such Extended Revolving Commitments or Extended Revolving Loans) with respect to Loans, any other covenants and provisions (which shall be determined by the Borrower Agent and the Extending Revolving Loan Lenders and set forth in the relevant Extension Offer); provided that (1) no Extended Revolving Loans shall have a final maturity date earlier than the Latest Maturity Date then in effect in respect of the then existing Revolving Facilities (and at no time shall there be Classes of Commitments hereunder with more than five different maturity dates), (2) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of Commitments (subject to clause (3) below) of Loans with respect to Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Commitments, (2) all Letters of Credit and Swing Line Loans shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) such Extended Revolving Loans (and the Liens securing the same) shall be subject to the terms of any Intercreditor Agreement then in effect and (4) the permanent repayment of Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Commitments, except that the Borrowers shall be permitted to permanently repay and terminate Commitments of any such Class on a non-pro rata basis as compared to any other Class with a later maturity date than such Class, (ii) [reserved], (iii) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrowers pursuant to such Extension Offer, then the Loans of such Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iv) all documentation in respect of such Extension Request Class as to which such Lender’s acceptance has been madeshall be consistent with the foregoing, and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower Agent. (b) An Extension Permitted Amendment shall be effected With respect to all Extensions consummated by the Borrower pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇this Section 4.24, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4.5 or 4.6 and (ii) no Default Extension Offer is required to be in any minimum amount or Event any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower Agent’s sole discretion and may be waived by the Borrower Agent) of Default Commitments of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the consummation of the transactions contemplated by this Section 4.24 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment section) or any other Loan Document that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by this Section 4.24. (c) No consent of any Lender or any Administrative Agent shall have occurred and be continuing on required to effectuate any Extension, other than (i) the date consent of effectiveness each Lender agreeing to such Extension with respect to one or more of its Commitments (or a portion thereof), (ii) on with respect to any Extension of the date of effectiveness thereofCommitments, the representations and warranties consent of each Loan Party set forth in Issuing Bank and the Loan Documents shall be true and correct in all material respects on and as of such date, Swing Line Lender (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 earlier date, Swing Line Loan has been terminated by the Borrower Agent) and (iii) ▇▇▇▇▇ ▇ and to the Borrower shall have delivered to extent affecting the rights or increasing the obligations of the Administrative Agent such legal opinionsbeyond those of the type already required to perform under the Loan Documents, board resolutionsthe Administrative Agent, secretary’s certificateswhich consent shall not be unreasonably withheld or delayed; provided, officer’s certificates and other documents as shall reasonably be requested by the Borrower Agent will promptly notify the Administrative Agent of any such Extensions. All Extended Revolving Commitments and all obligations in connection therewithrespect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such enter into amendments to this Agreement and the other Loan Documents (each, an “Extension Amendment”) with the Borrower Agent and other Loan Parties as may be necessary in order to establish new Classes in respect of Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower Agent in connection with the establishment of such new Classes, in each case on terms consistent with this Section 4.24, and the effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in accordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Section 6.2 and, to the extent reasonably requested by the Administrative Agent, to give effect receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the provisions Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Revolving Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. No Lender shall be required to participate in any Extension. (d) In connection with any Extension, the Borrower Agent shall provide the Administrative Agent at least five Business Days’ and not more than thirty Business Days’ (or such other period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section, including Section 4.24. This Section 4.24 shall supersede any amendments necessary provisions in Section 4.16 or 11.1 to treat the applicable contrary and no conversion of Loans and/or Commitments pursuant to any Extension in accordance with this Section 4.24 shall constitute a voluntary or mandatory payment or prepayment for purposes of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.this Agreement

Extension Offers. (a) The Borrower Company may on one or more occasionsoccasions after the Effective Date, by written notice to the Administrative AgentRequired Lenders, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes classes (each Class class subject to such an Extension Offer, an “Extension Request Class”) to make enter into one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany and to the Required Lenders. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment Amendment(s) and (ii) the date on which such Extension Permitted Amendment is Amendment(s) are requested to become effective (which shall not be less than 10 five Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative AgentRequired Lenders). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender▇▇▇▇▇▇’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. The Company shall have the right to withdraw any Extension Offer upon written notice to the Required Lenders in the event that the aggregate amount of Loans and Commitments of the Extending Lenders is less than the aggregate amount specified by the Company in the Extension Offer to be extended. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the BorrowerCompany, each applicable Extending Lender and the Administrative AgentRequired Lenders; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Unmatured Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party the Company set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower Company shall have delivered to the Administrative Agent Required Lenders such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall reasonably be requested by the Administrative Agent Required Lenders in connection therewith. The Administrative Agent Company shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative AgentRequired Lenders, to give effect to the provisions of this SectionSection 15.1.1, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending accepting Lenders as a new “Classclass” of loans and/or and/ commitments hereunder.

Extension Offers. (a) The Borrower may may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes Facilities (each Class Facility subject to such an Extension Offer, an “Extension Request ClassFacility”) ), in each case to extend the final maturity date of such Lenders’ respective Loans and commitments under such Facility to a later maturity date and to make one or more other Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice Extension Offer shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) Amendments, the date on which such the Extension Permitted Amendment Agreement (as defined below) is requested to become effective (which date shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed acceptable to by the Administrative Agent)) and such other principal terms on which the Borrower proposes to enter into the Extension Agreement. Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments commitments of the Lenders of the Extension Request Class Facility that accept the applicable Extension Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and Commitments commitments of such Extension Request Class as Facility. No Lender shall have any obligation to which accept any such Lender’s acceptance has been madeExtension Offer. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the The Borrower, each applicable Extending Accepting Lender and the Administrative AgentAgent shall execute and deliver an amendment agreement (the “Extension Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension Permitted Amendments and the terms and conditions thereof and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without need for the consent of any other Lender; provided that no Extension Permitted Amendment shall become effective Agreement may alter the rights of any Lender (other than the applicable Accepting Lenders) in any manner that would not be permitted under Section 10.2 without the consent of such Lender unless (i) no Default or Event of Default such consent shall have occurred and be continuing on the date been obtained. The effectiveness of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents any Extension Agreement shall be true subject to such conditions precedent as the parties thereto shall agree. The Administrative Agent and correct the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in all material respects on and as of such date, except this Agreement shall not apply to the extent that such representations and warranties specifically refer transactions effected pursuant to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and this paragraph. (iiic) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each an Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments commitments of the Extending Accepting Lenders as a new “ClassFacility” of loans and/or commitments hereunder; provided that, in the case of any Extension Offer relating to Revolving Commitments or Revolving Loans, except as otherwise agreed to by the Issuing Bank and the Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan under the applicable Facility as between the commitments of such new “Facility” and the remaining Revolving Commitments under the applicable Facility shall be made on a ratable basis as between the commitments of such new “Facility” and the remaining Revolving Commitments under such Facility and (ii) the Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior written consent of the Issuing Bank and Swingline Lender, as applicable.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice . Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans or Commitments of a particular Class with a like Maturity Date, the Lenders Borrower may extend such Maturity Date and otherwise modify the terms of one such Loans or more Classes (each Class subject Commitments pursuant to such the terms set forth in an Extension OfferOffer (each, an “Extension,” and each group of Loans or Commitments so extended, as well as any Loans of the same Class not so extended, each being a “tranche” for purposes of this Section 2.16). Each Extension Request Class”) Offer will specify the minimum amount of Loans or Commitments with respect to make one which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $10.0 million, or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth if less, (ia) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date aggregate principal amount of such notice, unless otherwise agreed to Loans outstanding or (b) such lesser minimum amount as is approved by the Administrative Agent), such consent not to be unreasonably withheld, conditioned or delayed. Extension Permitted Amendments shall become effective only Offers will be made on a pro rata basis to all Lenders holding Loans or Commitments of a particular Class with a like Maturity Date. If the aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans or Commitments offered to be extended pursuant to such Extension Offer, then the Loans or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to the Loans and Commitments of the which such Lenders of the have accepted such Extension Request Class Offer. There is no requirement that accept the applicable any Extension Offer or Extension Amendment (such Lenders, the defined as follows) be subject to any “Extending Lenders”) and, in the case most favored nation” pricing provisions. The terms of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such an Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment Offer shall be effected pursuant to an Extension Agreement executed and delivered determined by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided Extension Offers may contain one or more conditions to their effectiveness, including a condition that no Extension Permitted Amendment shall become effective unless (i) no Default a minimum amount of Loans or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent Commitments of any Lender other than the or all applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may tranches be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereundertendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable Borrower to all Lenders on a pro rata basis (based on the aggregate outstanding Loans at such time) (“Pro Rata Extension Offers”), the Borrowers are hereby permitted, subject to the Borrower. Such notice shall set forth (i) terms of this Section, to consummate transactions with individual Lenders from time to time to extend the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the maturity date of such noticeLender’s Loans and, unless in connection therewith, to otherwise modify the terms of such Lender’s Loans pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans). Any such extension (an “Extension”) agreed to by between the Administrative Agent). Extension Permitted Amendments Borrower and any such Lender (an “Extending Lender”) shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been mademade (such extended Loans, the “Extended Loans”). (b) An Each Extension Permitted Amendment shall be effected pursuant to an Extension Amendment Agreement executed and delivered by ▇▇▇▇▇ ▇, the Administrative Borrower, each applicable Extending Lender and the Administrative Agent; provided that (i) no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the applicable effective date of effectiveness thereof, therefor and (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Administrative Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent Each Pro Rata Extension Offer and the applicable Extension Amendment Agreement shall promptly notify each Lender specify the terms of the applicable Extended Loans; provided that (A) except as to interest rates, fees, other pricing terms, amortization, final maturity date and participation in prepayments (which shall, subject to clauses (B) through (D) of this proviso, be determined by the effectiveness Administrative Borrower and set forth in the Pro Rata Extension Offer), the Extended Loans shall have the same terms as the Loans to which the applicable Pro Rata Extension Offer relates, (B) the final maturity date of each any Extended Loans shall be no earlier than the final maturity date applicable to the Loans to which the applicable Pro Rata Extension AgreementOffer relates, (C) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans to which the applicable Pro Rata Extension Offer relates, and (D) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Each Extension Amendment Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.22. (c) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, (i) no Extended Loan is required to be in any minimum amount or any minimum increment, (ii) any Extending Lender may extend all or any portion of its Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any amendments necessary Extended Loan), and (iii) all Extended Loans and all obligations in respect thereof shall be Loan Obligations that are secured by the Collateral on a pari passu basis with all other Loan Obligations. (d) Each Extension shall be consummated pursuant to treat procedures reasonably acceptable to the applicable Loans and/or Commitments of Administrative Agent and the Extending Lenders as a new “Class” of loans and/or commitments hereunderAdministrative Borrower and set forth in the associated Pro Rata Extension Offer; provided that the Borrowers shall cooperate with the Administrative Agent in connection with making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

Extension Offers. (a) The Borrower may on one or more occasionsCompany may, by written notice to the Administrative Agent, make one or more offers (eachcollectively, an “Extension Offer”) on equal terms to all the Lenders of one or more Classes (each Class subject to such enter into an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments Amendment pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less fewer than 10 Business Days nor or more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective (A) only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, acceptance being in the sole and individual discretion of each such Lender and such Lenders being called “Extending Lenders”, and Lenders that do not accept such Extension Offer being called “Declining Lenders”) and, and (B) only if Lenders (including any replacement Lenders referred to in the case last sentence of any Extending Lender, only with respect to such Lender’s Loans and Commitments of paragraph (c) below) representing at least the Required Lenders accept such Extension Request Class as to which such Lender’s acceptance has been madeOffer. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the BorrowerCompany, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless the Company shall have delivered to the Administrative Agent a certificate of an Authorized Representative certifying that (i) no Default or Event of Default shall have has occurred and be is continuing on the date of effectiveness thereof, thereof and (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party the Company set forth in the Loan Documents shall be are true and correct in all material respects on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer relates to an earlier date, in which case they shall be such representation and warranty is so true and correct in all material respects on and as of such earlier date, date and (iii) ▇▇▇▇▇ ▇ and except that the Borrower financial statements referred to in Section 5.04 shall have be deemed to be those financial statements most recently delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewithLenders pursuant to Section 6.01. The Administrative Agent shall promptly notify each Lender as to of the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents Documents, including provisions hereof or thereof that would otherwise require the consent of all the Lenders, as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the applicable Extending Lenders as a new “Class” class of loans and/or commitments hereunderhereunder and as the Company and the applicable Extending Lenders may agree to the extent such amendment would otherwise be permitted pursuant to, and is adopted in accordance with the consent requirements of, Section 10.06; provided that no such Extension Agreement shall effect any amendment or waiver referred to in Section 10.06(a)(ii)(A), (B) or (C) without the consent of each Lender affected thereby. (c) The aggregate principal amount of the Loans of each Declining Lender, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lender, shall be due and payable on the Maturity Date as in effect immediately prior to the effectiveness of the applicable Extension Agreement. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to and in accordance with Section 3.07, to replace any Declining Lender with a Lender or other financial institution that will agree to the applicable Extension Permitted Amendment, and any such replacement Lender shall for all purposes constitute an Extending Lender as to such Extension Permitted Amendment.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Revolving Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) and/or Term Loan Lenders to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 ten (10) Business Days nor more than 30 thirty (30) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective (x) in the case of Revolving Loans, only with respect to the Revolving Loans and Commitments of the Revolving Lenders of the Extension Request Class that accept the applicable Extension Offer and (y) in the case of Term Loans, only to the Term Loans of the Term Loan Lenders that accept the applicable Extension Offer or (such Revolving Lenders and/or Term Lenders, as applicable, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made). (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇Parent, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, ; (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of such date; provided, except to the extent that if any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) as of such earlier date, ; and (iii) ▇▇▇▇▇ ▇ Parent and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (c) In the case of Extension Offers in respect of Revolving Loans, unless otherwise agreed to by the applicable Extending Lenders, including any amendments necessary Lender in its separate capacity as an Issuing Bank or Swingline Lender, Borrower and Administrative Agent, (x) no Extension Permitted Amendment shall have any affect on the provisions set forth in Sections 2.03, 2.04 and 2.20, (y) Issuing Bank shall not have any obligation to treat issue, amend, modify, renew or extend any Letter of Credit pursuant to any Extension Permitted Amendment unless it shall have expressly consented thereto in its capacity as an Issuing Bank and (z) Swingline Lender shall have no obligation to make Swingline Loans pursuant to any Extension Permitted Amendment unless it shall have expressly consented thereto in its capacity as Swingline Lender and, in the applicable Loans and/or Commitments case of the foregoing clauses (y) and (z), the Extending Lenders as a new “Class” shall have expressly consented to participation provisions in respect of loans and/or commitments hereunderLetter of Credit Liabilities and Swingline Loans consistent with the provisions set forth in Sections 2.03 and 2.04.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes any Class (each Class subject to such an Extension Offer, Offer being referred to as an “Extension Request Class”) ), on the same terms and conditions to each Lender within any Extension Request Class, to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇Parent, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) on the date of effectiveness thereof, no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereofor would result therefrom, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Credit Party set forth in the Loan Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer expressly relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, date and (iii) ▇▇▇▇▇ ▇ Parent and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.20, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one at any time and from time to time request that all or more occasionsa portion of the Commitments of any Class, by written notice to existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so Extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.17. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of one the applicable Class of Existing Commitments and which such request shall be offered equally to all Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be Extended (the “Specified Existing Commitment Class”) except that (w) all or more Classes any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (y)(1) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.17 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 13.6 and (3) subject to the applicable limitations set forth in Section 4.2, permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Existing Class converted into Extended Loans or Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date). (b) The Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.15. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments (or any earlier Extended Commitments) of an Existing Class subject to such an Extension Offer, Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Request ClassElection”) to make one on or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable prior to the Borrower. Such notice shall set forth (i) the terms and conditions date specified in such Extension Request of the requested Extension Permitted Amendment and amount of its Commitments (iiand/or any earlier Extended Commitments) the date on which such Extension Permitted Amendment is requested it has elected to become effective convert into Extended Commitments (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Commitments (and any earlier Extended Commitments) subject to Extension Permitted Amendments shall become effective only with respect Elections exceeds the amount of Extended Commitments requested pursuant to the Loans Extension Request, Commitments and (and any earlier Extended Commitments) subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments (and any earlier Extended Commitments) included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Existing Commitments of the Lenders Specified Existing Commitment Class for purposes of the Extension Request Class obligations of a Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under Section 3, except that accept the applicable Extension Offer Amendment may provide that the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (such Lenders, the “Extending Lenders”) and, pursuant to mechanics to be specified in the case applicable Extension Amendment) so long as the applicable Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions (it being understood that no consent of any Extending Lender, only other Lender shall be required in connection with respect to any such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been madeextension). (bc) An Extension Permitted Amendment Extended Commitments shall be effected established pursuant to an amendment (an “Extension Amendment”) to this Agreement executed and delivered by ▇▇▇▇▇ ▇(which, notwithstanding anything to the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party contrary set forth in the Loan Documents Section 13.1, shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without not require the consent of any Lender other than the applicable Extending LendersLenders with respect to the Extended Commitments established thereby) executed by the Credit Parties, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date, the Lenders Borrower may extend such Maturity Date and otherwise modify the terms of one or more Classes (each Class subject such Loans and/or Commitments pursuant to such the terms set forth in an Extension OfferOffer (each, an “Extension”). Each Extension Request Class”) Offer will specify the minimum amount of Loans and/or Commitments with respect to make one or more which an Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent Offer may be accepted, which will be an integral multiple of $1,000,000 and reasonably acceptable to the Borrower. Such notice shall set forth an aggregate principal amount that is not less than $5,000,000, or, if less, (i) the terms and conditions aggregate principal amount of the requested Extension Permitted Amendment and such Class of Loans outstanding or (ii) the date on which such Extension Permitted Amendment lesser minimum amount as is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to approved by the Administrative Agent), such consent not to be unreasonably withheld, conditioned or delayed. Extension Permitted Amendments shall become effective only with respect Offers will be made on a pro rata basis to the Loans and Commitments of the all Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable holding Loans and/or Commitments of a particular Class with a like Maturity Date. If the Extending aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) and/or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and/or Commitments offered to be extended pursuant to such Extension Offer, then the Loans and/or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness, including a new “Class” condition that a minimum amount of loans Loans and/or commitments hereunderCommitments of any or all applicable tranches be tendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans or Commitments of a particular Class with a like Maturity Date, the Borrower may extend such Maturity Date and otherwise modify the terms of such Loans or Commitments pursuant to the terms set forth in an Extension Offer (each, an “Extension,” and each group of Loans or Commitments so extended, as well as any Loans of the same Class not so extended, each being a separate “tranche” for purposes of this Section 2.16). Each Extension Offer will specify the minimum amount of Loans or Commitments with respect to which an Extension Offer may be accepted, which will be an integral multiple of $500,000 and an aggregate principal amount that is not less than $1,000,000, or if less, (a) the aggregate principal amount of such Loans outstanding or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed. Extension Offers will be made on a pro rata basis to all Lenders holding Loans or Commitments with a like Maturity Date. If the aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans or Commitments offered to be extended pursuant to such Extension Offer, then the Loans or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions or any financial ratio tests. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more Classes (each Class subject conditions to such an Extension Offertheir effectiveness, an “Extension Request Class”) to make one including a condition that a minimum amount of Loans or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable Commitments of any or all applicable tranches be tendered; provided that, to the Borrower. Such notice shall set forth (i) extent the terms and conditions of the requested any Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to Offer include the Loans and Commitments of that are the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments subject of such Extension Request Class as Offer being extended in an aggregate principal amount that constitutes a discount to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness par value thereof, the representations and warranties amount of each Loan Party set forth in the Loan Documents Indebtedness able to be incurred under this Agreement shall be true and correct in all material respects on and as reduced by the amount of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderdiscount.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes any Class (each Class subject to such an Extension Offer, Offer being referred to as an “Extension Request Class”) ), on the same terms and conditions to each Lender within any Extension Request Class, to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Term Loans and the Term Loan Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Term Loan Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) on the date of effectiveness thereof, no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereofor would result therefrom, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Credit Party and Alon Assets set forth in the Loan Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer expressly relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.20, including any amendments necessary to treat the applicable Term Loans and/or Term Loan Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one or more Classes any Class of Loans (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending LendersExtension Offer Class”) and), on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Loans, on the aggregate outstanding Loans of such Class) (“Pro Rata Extension Offers”), the Borrower is hereby permitted, subject to the terms of this Section, to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans of the applicable Extension Offer Class and, in connection therewith, to otherwise modify the terms of such Lender’s Loans of the applicable Extension Offer Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans of the applicable Extension Offer Class). Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender, ”) shall become effective only with respect to such Lender’s Loans and Commitments of such the applicable Extension Request Offer Class as to which such Lender’s acceptance has been mademade (such extended Loans, the “Extended Loans”). (b) An Each Extension Permitted Amendment shall be effected pursuant to an Extension Amendment Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that (i) no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the applicable effective date of effectiveness thereof, therefor and (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent Each Pro Rata Extension Offer and the applicable Extension Amendment Agreement shall promptly notify each Lender specify the terms of the applicable Extended Loans; provided that (i) except as to interest rates, fees, other pricing terms, amortization, final maturity date and participation in prepayments (which shall, subject to clauses (ii) through (iv) of this proviso, be determined by the effectiveness Borrower and set forth in the Pro Rata Extension Offer), the Extended Loans shall have the same terms as the Class of each Loans to which the applicable Pro Rata Extension AgreementOffer relates, (ii) the final maturity date of any Extended Loans shall be no earlier than the final maturity date applicable to the Class of Loans to which the applicable Pro Rata Extension Offer relates, (iii) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Loans to which the applicable Pro Rata Extension Offer relates, and (iv) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Each Extension Amendment Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.24. (c) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, (i) no Extended Loan is required to be in any minimum amount or any minimum increment, (ii) any Extending Lender may extend all or any portion of its Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any amendments necessary Extended Loan), and (iii) all Extended Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents. (d) Each Extension shall be consummated pursuant to treat procedures reasonably acceptable to the applicable Loans and/or Commitments of Administrative Agent and the Extending Lenders as a new “Class” of loans and/or commitments hereunderBorrower and set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent in connection with making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

Extension Offers. (a) The Borrower Borrowers may on one or more occasions, by written notice to the Administrative AgentAgents, make one or more offers (each, an “Extension Offer”) to all the Lenders in respect of one or more Classes (a Facility, on the same terms and conditions to each Class subject to such an Extension OfferLender, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Applicable Administrative Agent and reasonably acceptable to the BorrowerBorrowers. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Applicable Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇the Parent, the each Borrower, each applicable Extending Lender and the Applicable Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default the conditions set forth in Section 3.3(b) shall have occurred been satisfied or waived with respect to such Extension Permitted Amendment before and be continuing on the date of effectiveness thereof, after giving effect to such Extension Permitted Amendment and (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ Parent and the Borrower Borrowers shall have delivered to the Administrative Agent Agents such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the either Administrative Agent in connection therewith. The Applicable Administrative Agent shall promptly notify each Applicable Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents Document as may be necessary or appropriate, in the opinion of the Administrative AgentAgents, to give effect to the provisions of this SectionSection 2.25, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one at any time and from time to time request that all or more occasionsa portion of the Commitments of any Class, by written notice to existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”) ; each Existing Commitment and related Existing Loans together being referred to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, as an “Extension Request Existing Class”) be converted to make one extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or more a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Permitted Amendments pursuant Amendment with respect to procedures reasonably specified by any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent and reasonably acceptable to the Borrower. Such notice (who shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date provide a copy of such notice, unless otherwise agreed notice to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments each of the Lenders of the applicable Class of Existing Commitments and which such request shall be offered equally to all Lenders) (an “Extension Request Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be extended (the “Specified Existing Commitment Class”) except that (w) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x) (A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (y) (A) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (B) the Extension Amendment may provide for other covenants and terms that accept apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.16 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Offer Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (such Lenders2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 11.06 and (3) subject to the applicable limitations set forth in Section 2.06, the “Extending Lenders”) and, permanent repayments of Extended Loans (and corresponding permanent reduction in the case related Extended Commitments) shall be permitted as may be agreed between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Extending Lender, only with respect Existing Class converted into Extended Loans or Extended Commitments pursuant to such Lender’s Loans and any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such Extension Request Class as to which such Lender’s acceptance has been madedate). (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the The Borrower shall have delivered to provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent may determine in connection therewith. The Administrative Agent shall promptly notify each Lender as its reasonable discretion) prior to the effectiveness of each Extension Agreement. Each Extension Agreement maydate on which Lenders under the Existing Class are requested to respond, without the consent of any Lender other than the applicable Extending Lendersand shall agree to such procedures, effect such amendments to this Agreement and the other Loan Documents if any, as may be necessary established by, or appropriateacceptable to, in the opinion of the Administrative Agent, in each case acting reasonably, to give effect to accomplish the provisions purpose of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.

Extension Offers. (a) The Borrower Company may on one or more occasionsoccasions after the 2019 Restatement Effective Date, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes classes (each Class class subject to such an Extension Offer, an “Extension Request Class”) to make enter into one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment Amendment(s) and (ii) the date on which such Extension Permitted Amendment is Amendment(s) are requested to become effective (which shall not be less than 10 5 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. The Company shall have the right to withdraw any Extension Offer upon written notice to the Administrative Agent in the event that the aggregate amount of Loans and Commitments of the Extending Lenders is less than the aggregate amount specified by the Company in the Extension Offer to be extended. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the BorrowerCompany, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Unmatured Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower Company shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending accepting Lenders as a new “Classclass” of loans and/or commitments hereunder; provided that, except as otherwise agreed to by each Issuing Lender and the Swing Line Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the commitments of such new “class” and the remaining Commitments shall be made on a ratable basis as between the commitments of such new “class” and the remaining Commitments and (ii) the Termination Date, as such term is used in reference to Letters of Credit or Swing Line Loans, may not be extended without the prior written consent of each Issuing Lender and the Swing Line Lender, as applicable.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all the Lenders of one or more Classes (Loans with a like Maturity Date, the Borrowers may extend the Maturity Date of each Class such Lender’s Revolving Facility Commitments and, subject to Section 2.22(3)(b), otherwise modify the terms of such Revolving Facility Commitments pursuant to the terms of the relevant Extension Offer, including by increasing the interest rate or fees payable in respect to such Revolving Facility Commitments (each, an “Extension,” and each group of Revolving Facility Commitments so extended, as well as the original Revolving Facility Commitments not so extended, being a “tranche”). Each Extension Offer will specify the minimum amount of Revolving Facility Commitments with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $25.0 million (or (a) if less, the aggregate principal amount of such Revolving Facility Commitments or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), and shall be offered on a pro rata basis to all Lenders having Revolving Facility Commitments with a like Maturity Date. If the aggregate outstanding principal amount of Loans and Revolving Facility Commitments (calculated on the face amount thereof) in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and Revolving Facility Commitments offered to be extended pursuant to an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to then the Loans and Revolving Facility Commitments of such Lenders will be extended ratably up to such maximum amount based on the Revolving Facility Commitments of the Lenders of the that have accepted such Extension Request Class Offer. There is no requirement that accept the applicable any Extension Offer or Extension Amendment (such Lenders, the defined as follows) be subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer is referred to herein as an “Extending Lenders”) and, in Lender,” and the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of Revolving Facility Commitment held by such Extension Request Class as to which such Lender’s acceptance has been made. Lender (band so extended) An Extension Permitted Amendment shall be effected pursuant to accepting an Extension Agreement executed Offer are referred to herein as “Extended Loans” and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderExtended Commitments”.

Extension Offers. (a) The Borrower Company may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the BorrowerCompany, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower Company shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.25, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder; provided that, in the case of any Extension Offer relating to Revolving Commitments or Revolving Loans, except as otherwise agreed by each Issuing Bank, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued Letter of Credit as between the commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Commitments and (ii) the Revolving Commitment Period and the Revolving Maturity Date, as such terms are used in reference to Letters of Credit of such Issuing Bank, may not be extended without the prior written consent of such Issuing Bank.

Extension Offers. (a) The Borrower may Company may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes Facilities (each Class Facility subject to such an Extension Offer, an “Extension Request ClassFacility”) ), in each case to extend the final maturity date of such Lenders’ respective Loans and commitments under such Facility to a later maturity date and to make one or more other Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice Extension Offer shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) Amendments, the date on which such the Extension Permitted Amendment Agreement (as defined below) is requested to become effective (which date shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed acceptable to by the Administrative Agent)) and such other principal terms on which the Company proposes to enter into the Extension Agreement. Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments commitments of the Lenders of the Extension Request Class Facility that accept the applicable Extension Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and Commitments commitments of such Extension Request Class as Facility. No Lender shall have any obligation to which accept any such Lender’s acceptance has been madeExtension Offer. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the BorrowerThe Company, each applicable Extending Accepting Lender and the Administrative AgentAgent shall execute and deliver an amendment agreement (the “Extension Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension Permitted Amendments and the terms and conditions thereof and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender; provided that no Extension Permitted Amendment shall become effective Agreement may alter the rights of any Lender (other than the applicable Accepting Lenders) in any manner that would not be permitted under Section 10.1 without the consent of such Lender unless (i) no Default or Event of Default such consent shall have occurred and been obtained. The effectiveness of any Extension Agreement shall be continuing subject to the satisfaction on the date of the effectiveness thereof, thereof of each of the conditions set forth in Section 5.2 (ii) on it being understood that all references to the date of effectiveness thereof, the representations and warranties making of each Loan Party set forth an Extension of Credit or similar language in the Loan Documents such Section 5.2 shall be true and correct in all material respects on and as deemed to refer to the effective date of such dateExtension Agreement) and such other conditions as the parties thereto shall agree. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, except pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the extent that such representations and warranties specifically refer transactions effected pursuant to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and this paragraph. (iiic) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each an Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.21, including any amendments necessary to treat the applicable Loans and/or Commitments commitments of the Extending Accepting Lenders as a new “ClassFacility” of loans and/or commitments hereunder; provided that, in the case of any Extension Offer relating to Revolving Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Lender and each applicable Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan under the applicable Facility as between the commitments of such new “Facility” and the remaining Revolving Commitments under the applicable Facility shall be made on a ratable basis as between the commitments of such new “Facility” and the remaining Revolving Commitments under such Facility and (ii) the Revolving Commitment Period and the Revolving Termination Date, as such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior written consent of each applicable Issuing Lender and each applicable Swingline Lender, as applicable.

Extension Offers. (a) The Borrower may on one may, at any time and from time to time request that all or more occasionsa portion of the Commitments and related Loans of a given Class be amended to extend the scheduled Maturity Date thereof and to provide for other terms consistent with this Section 2.17. In order to establish an Extended Class, by written the Borrower shall provide a notice to the Administrative AgentAgent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (each, make one a “Loan Extension Request”) setting forth the proposed terms of the Extended Class to be established, which shall (x) be identical as offered to each Lender under such Existing Class (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or more offers other similar fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Class and (y) be identical to the Commitments and Loans under the Existing Class from which such Extended Class is to be amended (the “Specified Existing Commitment Class”), except that: (i) the fees with respect to the Extended Commitments of any Extended Class may be different than the fees for the Commitments of such Existing Class, in each case to the extent provided in the applicable Extension Amendment, (ii) the yield with respect to the Extended Loans of any Extended Class (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the yield for the Loans of such Existing Class, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Class); provided that (A) in no event shall the final Maturity Date of any Extended Class of a given Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Class, (B) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (C) any Extended Loans of an Extended Class may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary repayments or prepayments of principal of the Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Loan Extension Request. Any Class of Loans and Commitments amended pursuant to any Loan Extension Request shall be designated a series (each, an “Extension OfferSeries”) of Extended Commitments and Extended Loans for all purposes of this Agreement; provided that any Extended Commitments and Extended Loans amended from an Existing Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to an Existing Class. Each request for an Extension Series of Extended Commitments and Extended Loans proposed to be incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $10,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Request, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Commitments and Loans of any Existing Class amended into an Extended Class pursuant to any Extension Request. Any Lender holding a Commitment or Loan under an Existing Class (each, an “Extending Lender”) wishing to have all or a portion of its Commitments and Loans under the Lenders of one or more Classes (each Existing Class subject to such an Extension OfferRequest amended into Extended Commitments and Extended Loans shall notify the Administrative Agent (each, an “Extension Request ClassElection”) to make one on or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable prior to the Borrower. Such notice shall set forth (i) the terms and conditions date specified in such Extension Request of the requested Extension Permitted Amendment amount of its Commitments and Loans under the Existing Class, which it has elected to request be amended into an Extended Class (ii) the date on which such Extension Permitted Amendment is requested subject to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments and Loans under the Existing Class in respect of which applicable Lenders shall have accepted the relevant Extension Permitted Amendments shall become effective only with respect Request exceeds the amount of Extended Commitments and Extended Loans requested to be extended pursuant to the Extension Request, Commitments and Loans subject to Extension Elections shall be amended to Extended Commitments and Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent) based on the aggregate principal amount of Commitments and Loans included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Existing Commitments of the Lenders Specified Existing Commitment Class for purposes of the Extension Request Class obligations of a Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under Section 3, except that accept the applicable Extension Offer Amendment may provide that the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (such Lenders, the “Extending Lenders”) and, pursuant to mechanics to be specified in the case of any Extending Lenderapplicable Extension Amendment) so long as the applicable Swingline Lender and/or the applicable Issuing Bank, only with respect as applicable, have consented to such Lender’s extensions. For the avoidance of doubt, neither the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended (and the related obligations to make Swingline Loans and Commitments or issue Letters of such Extension Request Class Credit may not be continued) without the express consent of the Swingline Lender or applicable Issuing Bank, as to which such Lender’s acceptance has been madeapplicable. (bc) An Extension Permitted Amendment Extended Commitments and Extended Loans shall be effected established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement executed and delivered by ▇▇▇▇▇ ▇, among the Borrower, the Administrative Agent and each applicable Extending Lender providing an Extended Commitment and Extended Loan thereunder (and the Administrative Agent; provided that no Extension Permitted Amendment Swingline Lender and Issuing Bank, if applicable), which shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on consistent with the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party provisions set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, Sections 2.17(a) and (iiib) ▇▇▇▇▇ ▇ and above (but which shall not require the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and consent of any other documents as shall reasonably be requested by the Administrative Agent in connection therewithLender). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension AgreementAmendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Agreement mayAmendment, without the consent of any Lender other than the applicable Extending Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitment and Extended Loans incurred pursuant thereto, (ii) modify the prepayments set forth in Section 5.2 to reflect the existence of the Extended Commitments and Extended Loans and the application of prepayments with respect thereto, (iii) address technical issues relating to funding and payments and (iv) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of counsel to the Administrative AgentAgent and of the Borrower, to give effect to the provisions of this SectionSection 2.17, including and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any amendments necessary such Extension Amendment. Notwithstanding the other provisions of this Agreement, no Extension Amendment shall be effective unless (i) all Letter of Credit Exposure will be covered on terms reasonably acceptable to treat the applicable Issuing Bank, (ii) all Swingline Exposure will be covered on terms reasonably acceptable to the Swingline Lender and (iii) the Available Commitment shall not exceed the Borrowing Base. (d) No conversion of Commitments and Loans and/or Commitments pursuant to any Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of the Extending Lenders as a new “Class” of loans and/or commitments hereunderthis Agreement.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Company to all the Lenders of one Term Loans of any Class or more Classes Revolving Lenders of any Class on a pro rata basis and on the same terms, the Company may from time to time extend the maturity date of the relevant Term Loans or the relevant Revolving Commitments, as the case may be, and otherwise modify the terms of the relevant Term Loans or the relevant Revolving Commitments pursuant to the terms of the relevant Extension Offer (each Class subject to including, without limitation, by increasing the interest rate or fees payable in respect of the Term Loans or the relevant Revolving Commitments (and related Revolving Loans) and/or modifying the amortization schedule in respect of such an Extension OfferLender’s Term Loans) (each, an “Extension”, and each group of relevant Term Loans or relevant Revolving Commitments, as the case may be, as so extended, as well as the original relevant Term Loans or relevant Revolving Commitments (in each case, not so extended), each being a “tranche”; any Extension Request Class”) to make one or more Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and any Extension Permitted Amendments pursuant to procedures reasonably specified by Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the Administrative Agent and reasonably acceptable to tranche of relevant Revolving Commitments from which they were converted), so long as the Borrower. Such notice shall set forth following terms are satisfied: (i) the terms conditions set forth in Section 7.03 shall be satisfied on and conditions as of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such noticeextension, (ii) in respect of Term Loans, except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Company and set forth in the relevant Extension Offer), the Term Loans of any Lender extended pursuant to any Extension (“Extension Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extension Term Loans (x) that do not constitute Term B Loans shall be no earlier than the applicable Latest Maturity Date applicable to each then-outstanding Class of Term Loans that do not constitute Term B Loans and (y) that constitute Term B Loans shall be no earlier than the Latest Maturity Date, (iv) the Weighted Average Life to Maturity of any Extension Term Loans (x) that do not constitute Term B Loans shall be no shorter than the remaining Weighted Average Life to Maturity of each then-outstanding Class of Term Loans that are not Term B Loans and (y) that constitute Term B Loans shall be no shorter than the remaining Weighted Average Life to Maturity of each then-outstanding Class of Term Loans, (v) any Extension Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vi) if the aggregate principal amount of Term Loans or Revolving Commitments, as applicable (calculated on the face amount thereof), in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans of the relevant Class or Revolving Commitments of the relevant Class, as the case may be, offered to be extended by the Company pursuant to such Extension Offer, then the relevant Term Loans or the relevant Revolving Commitments, as applicable, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company, and (ix) any tranche which is an Extension of Revolving Commitments shall have the same terms (other than interest rate and fees and an extended maturity date) as the tranche of Revolving Commitments subject to such Extension Offer unless otherwise agreed to by the Administrative Agent. The relevant Revolving Commitments of any Revolving Lender extended pursuant to any Extension (“Extension Revolving Commitments”) shall expire no earlier than the termination date of the tranche of relevant Revolving Commitments subject to such Extension Offer; provided that to the extent more than one Revolving Facility exists after giving effect to any such Extension Revolving Commitments, (1) the borrowing and repayment (except for (i) payments of interest and fees at different rates on any Revolving Facility (and related outstandings). , (ii) repayments required upon the Maturity Date of any Revolving Facility and (iii) repayments made in connection with any permanent repayment and termination of any Revolving Commitments (subject to clause (3) below)) of Revolving Loans thereunder after the effective date of such Extension Permitted Amendments Revolving Commitments shall become effective only be made on a pro rata basis with all other Revolving Facilities, (2) all Letters of Credit made or issued, as applicable, under any Extension Revolving Commitments shall be participated on a pro rata basis by all Revolving Lenders of the applicable Class and (3) any permanent repayment of Revolving Loans with respect to Extension Revolving Commitments, and reduction or termination of Extension Revolving Commitments, after the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments effective date of such Extension Request Class Revolving Commitments shall be made on a pro rata basis or less than pro rata basis with all other Revolving Facilities, except that the applicable Borrowers shall be permitted to permanently repay Revolving Loans and terminate Revolving Commitments of any Revolving Facility on a greater than pro rata basis (I) as compared to which any other Revolving Facilities with a later Maturity Date than such Lender’s acceptance has been madeRevolving Facility or (II) to the extent refinanced or replaced with Refinancing Revolving Commitments. For the avoidance of doubt, no Lender shall be required to participate in any Extension. (b) An Extension Permitted Amendment shall be effected With respect to all Extensions consummated pursuant to an this Section 2.12, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 3.02 and (ii) no Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative AgentOffer is required to be in any minimum amount or any minimum increment; provided that no the Company may at its election specify as a condition (a “Minimum Extension Permitted Amendment shall become effective unless Condition”) to consummating any such Extension that a minimum amount (ito be determined and specified in the relevant Extension Offer in the Company’s reasonable judgment and which may be waived by the Company) no Default of Term Loans or Event Revolving Commitments tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.12 (including, for the avoidance of Default shall have occurred and doubt, payment of any interest, fees or premium in respect of any Extension Term Loans on such terms as may be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true relevant Extension Offer) and correct in all material respects on and as hereby waive the requirements of any provision of this Agreement or any other Basic Document that may otherwise prohibit any such 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 earlier date, and Extension or any other transaction contemplated by this Section 2.12 (iiic) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to The Lenders hereby irrevocably authorize the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such enter into amendments to this Agreement and the other Loan Basic Documents with the Obligors as may be necessary in order to establish new Classes, tranches or sub-tranches in respect of Term Loans or Revolving Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Company in connection with the establishment of such new Classes, tranches or sub-tranches, in each case on terms consistent with this Section 2.12. (d) In connection with any Extension, the Company shall provide the Administrative Agent at least five Business Days’ (or such shorter notice as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect accomplish the purposes of this Section 2.12. After such notice of an Extension is given to the provisions of this SectionAdministrative Agent, including should any amendments necessary existing Lenders choose not to treat participate in the applicable Extension the Borrowers will have the right to add an additional Lender party thereto to replace the Loans and/or Commitments of such existing Lenders, subject to receipt of consents of the Extending Lenders as a new “Class” of loans and/or commitments hereundertype required by Section 12.06(b).

Extension Offers. (a) The Borrower may on one or more occasions, occasions by written notice to the Administrative Agent, Agent make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one extend the maturity date applicable to such Class of Loans or more Extension Permitted Amendments Commitments, as applicable, pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerBorrower (an “Extension Amendment”). Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the such Extension Request Class of the Lenders that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made). (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, each of the representations and warranties of each made by any Loan Party set forth in the Article III or in any other Loan Documents Document shall be true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date (in which case they such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinionsan Officers’ Certificate of Borrower, board resolutions, secretary’s certificates, officer’s certificates in form and other documents as shall substance reasonably be requested by acceptable to the Administrative Agent and (iv) Borrower shall have delivered to the Administrative Agent any other certificates or documents that the Administrative Agent shall reasonably request, in connection therewithform and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement mayNotwithstanding anything to the contrary in Section 10.02, the Administrative Agent is expressly permitted, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Lenders (but subject to the consent of Borrower), to amend the Loan Documents as (which may be in the form of an amendment and restatement) to the extent necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent, Agent to give effect to the provisions of any increases pursuant to this SectionSection 2.20, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” Class of loans Loans and/or commitments Commitments hereunder.

Extension Offers. (a) The Borrower may on one at any time and from time to time request that all or more occasionsa portion of the Commitments of any Class, by written notice to existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”) ; each Existing Commitment and related Existing Loans together being referred to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, as an “Extension Request Existing Class”) be converted to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by extend the Administrative Agent termination date thereof and reasonably acceptable to the Borrower. Such notice shall set forth (ischeduled maturity date(s) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date any payment of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only principal with respect to the all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and Commitments any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.1.8. Prior to entering into any Extension Amendment with respect to any Extended Commitments, Borrower shall provide a notice to Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Commitments and which such request shall be offered ratably to all Lenders) (an “Extension Request Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be extended (the “Specified Existing Commitment Class”) except that (i) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (ii) (A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (iii) (A) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (B) the Extension Amendment may provide for other covenants and terms that accept apply to any period after the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class; provided that, notwithstanding anything to the contrary in this Section 2.1.8 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Offer Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (such Lenders2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 13 and (3) subject to the applicable limitations set forth in Section 2.1.4, the “Extending Lenders”) and, permanent repayments of Extended Loans (and corresponding permanent reduction in the case related Extended Commitments) shall be permitted as may be agreed between Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Extending Lender, only with respect Existing Class converted into Extended Loans or Extended Commitments pursuant to such Lender’s Loans and any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such Extension Request Class as to which such Lender’s acceptance has been madedate). (b) An Borrower shall provide the applicable Extension Permitted Amendment shall be effected pursuant Request at least five (5) Business Days (or such shorter period as Agent may determine in its reasonable discretion) prior to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on which Lenders under the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such date, except Existing Class are requested 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 earlier daterespond, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered agree to the Administrative Agent such legal opinionsprocedures, board resolutionsif any, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary established by, or appropriateacceptable to, Agent, in the opinion of the Administrative Agenteach case acting reasonably, to give effect to accomplish the provisions purpose of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.1.

Extension Offers. (a) The Borrower may on one may, at any time and from time to time request that all or more occasionsa portion of the Commitments and related Loans of a given Class be amended to extend the scheduled Maturity Date thereof and to provide for other terms consistent with this Section 2.17. In order to establish an Extended Class, by written the Borrower shall provide a notice to the Administrative AgentAgent (who shall provide a copy of such notice to each of the Lenders under the Existing Class from which such Extended Class is to be amended) (each, make one a “Loan Extension Request”) setting forth the proposed terms of the Extended Class to be established, which shall (x) be identical as offered to each Lender under such Existing Class (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or more offers other similar fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Class and (y) be identical to the Commitments and Loans under the applicable Specified Existing Commitment Class, except that: (i) the fees with respect to the Extended Commitments of any Extended Class may be different than the fees for the Commitments of such Existing Class, in each case to the extent provided in the applicable Extension Amendment, (ii) the yield with respect to the Extended Loans of any Extended Class (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the yield for the Loans of such Existing Class, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Class); provided that (A) in no event shall the final Maturity Date of any Extended Class of a given Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Class, (B) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (C) any Extended Loans of an Extended Class may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary repayments or prepayments of principal of the Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Loan Extension Request. Any Class of Loans and Commitments amended pursuant to any Loan Extension Request, as applicable, shall be designated a series (each, an “Extension OfferSeries”) of Extended Commitments and Extended Loans for all purposes of this Agreement; provided that any Extended Commitments and Extended Loans amended from an Existing Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to an Existing Class. Each request, for an Extension Series of Extended Commitments and Extended Loans proposed to be incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $10,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Request, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Loan Extension Request at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Commitments and Loans of any Existing Class amended into an Extended Class pursuant to any Loan Extension Request. Any Lender holding a Commitment or Loan under an Existing Class (each, an “Extending Lender”) wishing to have all or a portion of its Commitments and Loans under the Lenders of one or more Classes (each Existing Class subject to such an Loan Extension OfferRequest amended into Extended Commitments and Extended Loans shall notify the Administrative Agent (each, an “Extension Request ClassElection”) to make one on or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable prior to the Borrower. Such notice shall set forth (i) the terms and conditions date specified in such Loan Extension Request of the requested Extension Permitted Amendment amount of its Commitments and Loans under the Existing Class, which it has elected to request be amended into an Extended Class (ii) the date on which such Extension Permitted Amendment is requested subject to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments and Loans under the Existing Class in respect of which applicable Lenders shall have accepted the relevant Loan Extension Permitted Amendments shall become effective only with respect Request exceeds the amount of Extended Commitments and Extended Loans requested to be extended pursuant to the Loan Extension Request, Commitments and Loans subject to Extension Elections shall be amended to Extended Commitments and Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent) based on the aggregate principal amount of Commitments and Loans included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Existing Commitments of the Lenders Specified Existing Commitment Class for purposes of the Extension Request Class obligations of a Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under Section 3, except that accept the applicable Extension Offer Amendment may provide that the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (such Lenders, the “Extending Lenders”) and, pursuant to mechanics to be specified in the case of any Extending Lenderapplicable Extension Amendment) so long as the applicable Swingline Lender and/or the applicable Issuing Bank, only with respect as applicable, have consented to such Lender’s extensions. For the avoidance of doubt, neither the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended (and the related obligations to make Swingline Loans and Commitments or issue Letters of such Extension Request Class Credit may not be continued) without the express consent of the Swingline Lender or applicable Issuing Bank, as to which such Lender’s acceptance has been madeapplicable. (bc) An Extension Permitted Amendment Extended Commitments and Extended Loans shall be effected established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement executed and delivered by ▇▇▇▇▇ ▇, among the Borrower, the Administrative Agent and each applicable Extending Lender providing an Extended Commitment and Extended Loan thereunder (and the Administrative Agent; provided that no Extension Permitted Amendment Swingline Lender and Issuing Bank, if applicable), which shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on consistent with the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party provisions set forth in the Loan Documents shall be true and correct in all material respects on and as of such dateSections 2.17(a), except to the extent that such representations and warranties specifically refer to an earlier date(b), in which case they shall be true and correct in all material respects as of such earlier date, (c) and (iiid) ▇▇▇▇▇ ▇ and above (but which shall not require the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and consent of any other documents as shall reasonably be requested by the Administrative Agent in connection therewithLender). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension AgreementAmendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Agreement mayAmendment, without the consent of any Lender other than the applicable Extending Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitment and Extended Loans incurred pursuant thereto, (ii) modify the prepayments set forth in Section 5.2 to reflect the existence of the Extended Commitments and Extended Loans and the application of prepayments with respect thereto, (iii) address technical issues relating to funding and payments and (iv) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of counsel to the Administrative AgentAgent and of the Borrower, to give effect to the provisions of this SectionSection 2.17, including and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any amendments necessary such Extension Amendment. Notwithstanding the other provisions of this Agreement, no Extension Amendment shall be effective unless (i) all Letter of Credit Exposure will be covered on terms reasonably acceptable to treat the applicable Issuing Bank, (ii) all Swingline Exposure will be covered on terms reasonably acceptable to the Swingline Lender and (iii) the Available Commitment shall not exceed the Borrowing Base. (d) No conversion of Commitments and Loans and/or Commitments pursuant to any Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of the Extending Lenders as a new “Class” of loans and/or commitments hereunderthis Agreement.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all of the Term Lenders or all of the Revolving Lenders of one or more Classes on a pro rata basis (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 five (5) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only (i) with respect to the Term Loans and Commitments of the Term Lenders of the Extension Request Class that accept the applicable Extension Offer (such Term Lenders, the “Extending Term Lenders”) and, in the case of any Extending Term Lender, only with respect to such Lender’s Term Loans and Commitments of such Extension Request Class as to which such Term Lender’s acceptance has been made and (ii) with respect to the Revolving Loans of the Revolving Lenders of the Extension Request Class that accept the applicable Extension Offer (such Revolving Lenders, the “Extending Revolving Lenders”) and, in the case of any Extending Revolving Lender, only with respect to such ▇▇▇▇▇▇’s Revolving Loans of such Extension Request Class as to which such Revolving Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Term Lender or Extending Revolving Lender, and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates certificates, reaffirmation agreements and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Term Lender and Revolving Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all the Lenders of one Revolver Commitments with a like maturity date on a Pro Rata basis and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolver Commitments and otherwise modify the terms of such Revolver Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or more Classes fees payable in respect of such Revolver Commitments (each Class subject to such an Extension Offerand related outstandings)) (each, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent Extension,” and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions each group of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such noticeRevolver Commitments, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) andas applicable, in each case as so extended, as well as the original Revolver Commitments (in each case not so extended), being a “tranche”; any Extended Revolver Commitments shall constitute a separate tranche of any Extending LenderRevolver Commitments from the tranche of Revolver Commitments from which they were converted), only with respect to such Lender’s Loans and Commitments of such Extension Request Class so long as to which such Lender’s acceptance has been made.the following terms are satisfied: (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereof, an Extension Offer is delivered to the Lenders, (ii) on except as to interest rates, fees and final maturity (which shall be determined by the date of effectiveness thereof, the representations Borrowers and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such daterelevant Extension Offer), 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent Revolver Commitment of any Lender other than that agrees to an Extension (an “Extending Revolver Lender”) with respect to all or a portion of such Revolver Commitment extended (an “Extended Revolver Commitment”), and the related outstandings (“Extended Revolver Loans”), shall be a Revolver Commitment (or related outstandings, as the case may be) with the same terms as the original Revolver Commitments (and related outstandings); provided that (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolver Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Revolver Loans with respect to Extended Revolving Commitments after the applicable Extending LendersExtension date shall be made on a pro rata basis with all other Revolver Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect (2) subject to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.Sections 2.04(c) and 2.05

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to at any time after the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions three year anniversary of the requested Extension Permitted Amendment and (ii) Closing Date elect that the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date Maturity Date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments all of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Commitments and Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agentextended; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereofimmediately after giving effect to such extension, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered paid to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by for the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments benefit of the Extending Lenders an Extension Fee on a pro rata basis in accordance with their respective Extended Commitments (other than Superpriority Commitments), (iii) the Maturity Date of an Optional Extended Class may not be extended to a date later than the first anniversary of the then effective Maturity Date with respect to the applicable Specified Existing Commitment Class, (iv) the Maturity Date of an Optional Extended Class may not be extended more than twice during the term of this Agreement, (v) the Maturity Date of an Optional Extended Class shall not be later than the date that is 90 days prior to the maturity of the Indebtedness under the Senior Secured Term Loan B Facility, (vi) the Maturity Date of an Optional Extended Class of Superpriority Commitments and Superpriority Loans shall be the Latest Maturity Date as in effect at such time (after giving effect to any concurrent extension thereof) and (viii) the Maturity Date of an Optional Extended Class shall not be later than the maturity date of, and the Weighted Average Life to Maturity of an Optional Extended Class shall not be longer than the Weighted Average Life to Maturity of, (x) any Indebtedness then outstanding under Section 10.1(k), (l) or (q) or (y) any Permitted Refinancing Indebtedness then outstanding under Section 10.1(a). In order to establish an Extended Class pursuant to this Section 2.17(a) (such Extended Class, an “Optional Extended Class”), the Borrower shall provide a new notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (each, a “Loan Extension Notice”) at least 30 days prior to the then effective Maturity Date with respect to the applicable Specified Existing Commitment Class (or such shorter period as may be agreed by the Administrative Agent). Each Optional Extended Class shall be identical (excluding the Maturity Date thereof) to the applicable Specified Existing Commitment Class (including as to the interest rates and fees payable) and shall be assumed pro rata by each Lender under such Existing Class” ; provided that (A) all documentation in respect of loans and/or commitments such Extension Amendment shall be consistent with the foregoing and (B) any Extended Loans of an Optional Extended Class shall participate on a pro rata basis in any voluntary repayments or prepayments of principal of the Loans hereunder and on a pro rata basis in any mandatory repayments or prepayments of Loans hereunder. (b) In addition to the rights of the Borrower under Section 2.17(a), the Borrower may, at any time and from time to time request that all or a portion of the Commitments and related Loans of a given Class be amended to extend the scheduled Maturity Date thereof and to provide for other terms consistent with this Section 2.17. In order to establish an Extended Class pursuant to this Section 2.17(b), the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (each, a “Loan Extension Request”) setting forth the proposed terms of the Extended Class to be established, which shall (x) be identical as offered to each Lender under such Existing Class (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Class and (y) be identical to the Commitments and Loans under the Existing Class from which such Extended Class is to be amended (the “the applicable Specified Existing Commitment Class”), except that: (i) the fees with respect to the Extended Commitments of any Extended Class may be different than the fees for the Commitments of such Existing Class, in each case to the extent provided in the applicable Extension Amendment, (ii) the yield with respect to the Extended Loans of any Extended Class (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the yield for the Loans of such Existing Class, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Class); provided that (A) in no event shall the final Maturity Date of any Extended Class of a given Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Class, (B) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (C) any Extended Loans of an Extended Class may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary repayments or prepayments of principal of the Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Loan Extension Request, (D) in no event shall the Maturity Date of an Extended Class be later than the date that is 90 days prior to the maturity of the Indebtedness under the Senior Secured Term Loan B Facility and (E) the Maturity Date of an Extended Class of Superpriority Commitments and Superpriority Loans shall be the Latest Maturity Date as in effect at such time (after giving effect to any concurrent extension thereof). Any Class of Loans and Commitments amended pursuant to any Loan Extension Request shall be designated a series (each, an “Extension Series”) of Extended Commitments and Extended Loans for all purposes of this Agreement; provided that any Extended Commitments and Extended Loans amended from an Existing Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to an Existing Class. Each request for an Extension Series of Extended Commitments and Extended Loans proposed to be incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $10,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Request, which may be waived by the Borrower in its sole discretion. (c) Any Class of Loans and Commitments amended pursuant to any Loan Extension Notice or Loan Extension Request, as applicable, shall be designated a series (each, an “Extension Series”) of Extended Commitments and Extended Loans for all purposes of this Agreement; provided that any Extended Commitments and Extended Loans amended from an Existing Class pursuant to clause (b) above may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to an Existing Class. Each notice or request, as applicable, for an Extension Series of Extended Commitments and Extended Loans proposed to be incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $10,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Request, which may be waived by the Borrower in its sole discretion.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all the Lenders of one Revolver Commitments with a like maturity date on a Pro Rata basis under each Tranche and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolver Commitments and otherwise modify the terms of such Revolver Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or more Classes fees payable in respect of such Revolver Commitments (each Class subject to such an Extension Offerand related outstandings)) (each, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent Extension,” and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions each group of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such noticeRevolver Commitments, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) andas applicable, in each case as so extended, as well as the original Revolver Commitments (in each case not so extended), being a “tranche”; any Extended Revolver Commitments shall constitute a separate tranche of any Extending LenderRevolver Commitments from the tranche of Revolver Commitments from which they were converted), only with respect to such Lender’s Loans and Commitments of such Extension Request Class so long as to which such Lender’s acceptance has been made.the following terms are satisfied: (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereof, an Extension Offer is delivered to the Lenders, (ii) on except as to interest rates, fees and final maturity (which shall be determined by the date of effectiveness thereof, the representations Borrowers and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such daterelevant Extension Offer), 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent Revolver Commitment of any Lender other than under any Tranche that agrees to an Extension (an “Extending Revolver Lender”) with respect to all or a portion of such Revolver Commitment under such Tranche extended (an “Extended Revolver Commitment”), and the related outstandings (“Extended Revolver Loans”) under such Tranche, shall be a Revolver Commitment (or related outstandings, as the case may be) under the relevant Tranche with the same terms as the original Revolver Commitments (and related outstandings) under such Tranche; provided that (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolver Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolver Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Revolver Loans with respect to Extended Revolver Commitments after the applicable Extending LendersExtension date shall be made on a pro rata basis with all other Revolver Commitments under such Tranche, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect (2) subject to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.Sections 2.04(c) and 2.05

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date, the Lenders Borrower may extend such Maturity Date and otherwise modify the terms of one or more Classes (each Class subject such Loans and/or Commitments pursuant to such the terms set forth in an Extension OfferOffer (each, an “Extension,” and each group of Loans and/or Commitments so extended, as well as any Loans of the same Class not so extended, each being a “tranche”). Each Extension Request Class”) Offer will specify the minimum amount of Loans and/or Commitments with respect to make one which an Extension Offer may be accepted, which will be an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $10,000,000, or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth if less, (i) the terms and conditions aggregate principal amount of the requested Extension Permitted Amendment and such Loans outstanding or (ii) the date on which such Extension Permitted Amendment lesser minimum amount as is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to approved by the Administrative Agent), such consent not to be unreasonably withheld, conditioned or delayed. Extension Permitted Amendments shall become effective only with respect Offers will be made on a pro rata basis to the Loans and Commitments of the all Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable holding Loans and/or Commitments of a particular Class with a like Maturity Date. If the Extending aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) and/or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and/or Commitments offered to be extended pursuant to such Extension Offer, then the Loans and/or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness, including a new “Class” condition that a minimum amount of loans Loans and/or commitments hereunderCommitments of any or all applicable tranches be tendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one or more Classes any Class of Loans (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending LendersExtension Offer Class”) and), on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Loans, on the aggregate outstanding Loans of such Class) (“Pro Rata Extension Offers”), the Borrower is hereby permitted, subject to the terms of this Section, to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans of the applicable Extension Offer Class and, in connection therewith, to otherwise modify the terms of such Lender’s Loans of the applicable Extension Offer Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans of the applicable Extension Offer Class). Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender, ”) shall become effective only with respect to such Lender’s Loans and Commitments of such the applicable Extension Request Offer Class as to which such Lender’s acceptance has been mademade (such extended Loans, the “Extended Loans”). The Borrower may pay a fee to any Extending Lender in connection with any such Extension so long as such fee is offered to all Lenders pursuant to the Pro Rata Extension Offers. (b) An Each Extension Permitted Amendment shall be effected pursuant to an Extension Amendment Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent Each Pro Rata Extension Offer and the applicable Extension Amendment Agreement shall promptly notify each Lender specify the terms of the applicable Extended Loans; provided that (i) except as to interest rates, fees, other pricing terms, amortization, final maturity date, guarantees (only in the effectiveness case of each Extended Term Loans made on the Amendement No. 3 Effective Date), Collateral (only in the case of Extended Term Loans made on the Amendment No. 3 Effective Date) and participation in prepayments (which shall, subject to clauses (ii) through (iv) of this proviso, be determined by the Borrower and set forth in the Pro Rata Extension AgreementOffer), the Extended Loans shall have the same terms as the Class of Loans to which the applicable Pro Rata Extension Offer relates, (ii) the final maturity date of any Extended Loans shall be no earlier than the final maturity date applicable to the Class of Loans to which the applicable Pro Rata Extension Offer relates, (iii) the weighted average life to maturity of any Extended Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Loans to which the applicable Pro Rata Extension Offer relates, and (iv) any Extended Loans may participate on (x) a pro rata basis, a less than pro rata basis or a greater than pro rata basis in any voluntary repayments or prepayments hereunder and (y) a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory repayments or prepayments hereunder; provided that Extended Term Loans made on the Amendment No. 3 Effective Date pursuant to Amendment No. 3, may participate on a greater than pro rata basis in any mandatory repayments or prepayments hereunder. Each Extension Amendment Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and Agreement, the other Loan Documents and the IntermediateCo Unsecured Guarantee as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.15. Notwithstanding anything to the contrary herein, including any amendments necessary to treat the Extended Loans may constitute a new Class of Loans or become a part of an existing Class of Loans as determined by the Borrower and set forth in the applicable Extension Amendment Agreement. (c) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, (i) no Extended Loan is required to be in any minimum amount or any minimum increment unless the Borrower shall so determine, (ii) any Extending Lender may extend all or any portion of its Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Loan), (iii) unless otherwise set forth in an Intercreditor Agreement, all Extended Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents and (iv) an Extension may be effected through a cashless rollover of existing Loans into Extended Loans and/or Commitments a cash prepayment of existing Loans followed by a concurrent funding of such cash prepayment amount less any fees paid in connection with such Extension into Extended Loans. (d) If the aggregate principal amount of the Extending Loans in respect of which Lenders as a new “Class” have accepted the relevant Pro Rata Extension Offer exceed the maximum aggregate principal amount of loans and/or commitments hereunderLoans offered to be extended by the Borrower pursuant to such Pro Rata Extension Offer, then the Loans shall be extended pro rata up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Pro Rata Extension Offer. (e) Each Extension shall be consummated pursuant to procedures reasonably acceptable to the Administrative Agent and the Borrower and set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent in connection with making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans with a like Maturity Date or more Classes Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with the same Maturity Date, as the case may be) and on the same terms to each Class subject such Lender, the Borrower may from time to time extend the maturity date of any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such an Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension OfferOffer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension Request ClassExtension”) to make one , and each group of Term Loans or more Extension Permitted Amendments pursuant to procedures reasonably specified by Revolving Credit Commitments, as applicable, in each case as so extended, as well as the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the Lenders tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the Extension Request Class that accept tranche of Revolving Credit Commitments from which they were converted), so long as the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereofan Extension Offer is delivered to the Lenders, (ii) on the date of effectiveness thereofexcept as to interest rates, fees and final maturity, the representations Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and warranties the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of each Loan Party Sections 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates, (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the Loan Documents relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iv) the final maturity date of any Extended Term Loans shall be true no earlier than the then latest Maturity Date hereunder and correct the amortization schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the original Term Loan Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in all material respects any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on and the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such dateTerm Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension. (b) If, at the time any Extension of Revolving Credit Commitments becomes effective, there will be Extended Revolving Credit Commitments which remain in effect from a prior Extension, then if the “effective interest rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate” (which, for this purpose, shall, in each case, be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees (except to the extent independently taken into account as commitment fees under Section 2.09 or Letter of Credit fronting fees under Section 2.03(i)), including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Revolving Credit Commitments and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Revolving Credit Commitments, but excluding any arrangement, structuring or other fees payable in connection therewith that such representations are not generally shared with the relevant extending Lenders) and warranties specifically refer customary consent fees paid generally to an earlier dateconsenting Lenders in respect of the Extended Revolving Credit Commitments (and related extensions of credit) shall at any time (over the life of the Extended Revolving Credit Commitments and related extensions of credit) exceed by more than 25 basis points the “effective interest rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate” applicable to Revolving Credit Commitments (or outstanding extensions of credit pursuant thereto) which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in which case they the first parenthetical in this sentence), then the Applicable Rate and/or Letter of Credit fronting fee applicable thereto shall be true and correct in all material respects as of such earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered increased to the Administrative Agent extent necessary so that at all times thereafter the Extended Revolving Credit Commitments made pursuant to previous Extensions (and related extensions of credit) do not receive less “effective interest rate”, “effective unused commitment fee rate” and/or “effective letter of credit fronting fees” than are applicable to the Revolving Credit Commitments (and related extensions of credit) made (or extended) pursuant to such legal opinionsExtension. If at the time any Extension of Term Loans becomes effective, board resolutionsthere will be Extended Term Loans which remain outstanding from a prior Extension, secretary’s certificatesthen if the “effective interest rate” (which, officer’s certificates and other documents as for this purpose, shall be reasonably be requested determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Term Loans and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Term Loans, but excluding any arrangement, structuring or other fees payable in connection therewiththerewith that are not generally shared with the relevant extending Lenders) in respect of the Extended Term Loans shall at any time (over the life of the Extended Term Loans) exceed by more than 25 basis points the “effective interest rate” applicable to Term Loans which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Rate applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Term Loans made pursuant to previous Extensions do not receive less “effective interest rate” than are applicable to the Term Loans made (or extended) pursuant to such Extension. (c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of each doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Agreement. Each Extension Offer) and hereby waive the requirements of any provision of this Agreement may(including, without limitation, Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. (d) The Lenders hereby irrevocably authorize the consent of any Lender other than the applicable Extending Lenders, effect such Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.15. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.15(d) are drafted and implemented and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent). (e) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect to accomplish the provisions purposes of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.15.

Extension Offers. (a) The Borrower may on one at any time and from time to time request that all or more occasionsa portion of the Commitments of any Class, by written notice to existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so Extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.17. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of one the applicable Class of Existing Commitments and which such request shall be offered equally to all Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be Extended (the “Specified Existing Commitment Class”) except that (w) all or more Classes any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (y) (1) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.17 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 13.6 and (3) subject to the applicable limitations set forth in Section 4.2, permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended 715000788 12406500715000788 12406500 Commitments) shall be permitted as may be agreed between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Existing Class converted into Extended Loans or Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date). (b) The Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.15. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments (or any earlier Extended Commitments) of an Existing Class subject to such an Extension Offer, Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Request ClassElection”) to make one on or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable prior to the Borrower. Such notice shall set forth (i) the terms and conditions date specified in such Extension Request of the requested Extension Permitted Amendment and amount of its Commitments (iiand/or any earlier Extended Commitments) the date on which such Extension Permitted Amendment is requested it has elected to become effective convert into Extended Commitments (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Commitments (and any earlier Extended Commitments) subject to Extension Permitted Amendments shall become effective only with respect Elections exceeds the amount of Extended Commitments requested pursuant to the Loans Extension Request, Commitments and (and any earlier Extended Commitments) subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments (and any earlier Extended Commitments) included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Existing Commitments of the Lenders Specified Existing Commitment Class for purposes of the Extension Request Class obligations of a Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under Section 3, except that accept the applicable Extension Offer Amendment may provide that the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (such Lenders, the “Extending Lenders”) and, pursuant to mechanics to be specified in the case applicable Extension Amendment) so long as the applicable Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions (it being understood that no consent of any Extending Lender, only other Lender shall be required in connection with respect to any such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been madeextension). (bc) An Extension Permitted Amendment Extended Commitments shall be effected established pursuant to an amendment (an “Extension Amendment”) to this Agreement executed and delivered by ▇▇▇▇▇ ▇(which, notwithstanding anything to the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party contrary set forth in the Loan Documents Section 13.1, shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without not require the consent of any Lender other than the applicable Extending Lenders with respect to the Extended Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. It is understood and agreed that each Lender hereunder has consented, effect such amendments and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, authorized by this Section 2.17 and the arrangements described above in the opinion connection therewith. No Extension Amendment shall provide for any tranche of the Administrative Agent, to give effect Extended Commitments in an aggregate principal amount that is less than $200,000,000. Notwithstanding anything to the provisions contrary in this Section 2.17(c) and without limiting the generality or applicability of this SectionSection 13.1 to any Section 2.17 Additional Amendments (as defined below), including any Extension Amendment may provide for additional terms an/or additional amendments necessary other than those referred to treat the applicable Loans and/or Commitments of the Extending Lenders as or contemplated above (any such additional amendment, a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Loans with a like Maturity Date, the Borrower Parties may extend the Maturity Date of each such Lender’s Revolving Facility Commitments and otherwise modify the terms of such Revolving Facility Commitments pursuant to the terms of the relevant Extension Offer, including by increasing the interest rate or more Classes (each Class subject fees payable in respect to such Revolving Facility Commitments (each, an “Extension,” and each group of Revolving Facility Commitments so extended, as well as the original Revolving Facility Commitments not so extended, being a “tranche”). Each Extension Offer will specify the minimum amount of Revolving Facility Commitments with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $50.0 million (or (a) if less, the aggregate principal amount of such Revolving Facility Commitments or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), and shall be made on a pro rata basis to all Lenders having Revolving Facility Commitments with a like Maturity Date. If the aggregate outstanding principal amount of Loans and Revolving Facility Commitments (calculated on the face amount thereof) in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and Revolving Facility Commitments offered to be extended pursuant to an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to then the Loans and Revolving Facility Commitments of such Lenders will be extended ratably up to such maximum amount based on the Revolving Facility Commitments of the Lenders of the that have accepted such Extension Request Class Offer. There is no requirement that accept the applicable any Extension Offer or Extension Amendment (such Lenders, the defined as follows) be subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer is referred to herein as an “Extending Lenders”) and, in Lender,” and the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of Revolving Facility Commitment held by such Extension Request Class as to which such Lender’s acceptance has been made. Lender (band so extended) An Extension Permitted Amendment shall be effected pursuant to accepting an Extension Agreement executed Offer are referred to herein as “Extended Loans” and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderExtended Commitments”.

Extension Offers. (a) The Borrower Company may on one or more occasionsoccasions after the Effective Date, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes classes (each Class class subject to such an Extension Offer, an “Extension Request Class”) to make enter into one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment Amendment(s) and (ii) the date on which such Extension Permitted Amendment is Amendment(s) are requested to become effective (which shall not be less than 10 five Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. The Company shall have the right to withdraw any Extension Offer upon written notice to the Administrative Agent in the event that the aggregate amount of Loans and Commitments of the Extending Lenders is less than the aggregate amount specified by the Company in the Extension Offer to be extended. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the BorrowerCompany, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Unmatured Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower Company shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 15.1.1, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending accepting Lenders as a new “Classclass” of loans and/or and/ commitments hereunder; provided that, except as otherwise agreed to by each Issuing Bank, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the commitments of such new “class” and the remaining Commitments shall be made on a ratable basis as between the commitments of such new “class” and the remaining Commitments and (ii) the Termination Date, as such term is used in reference to Letters of Credit, may not be extended without the prior written consent of each Issuing Bank unless the Company Cash Collateralizes all Letters of Credit issued by each such non-consenting Issuing Bank.

Extension Offers. The Borrowers may at any time and from time to time request that all or a portion of the Commitments of any Class, existing at the time of such request (each, an “Existing Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.23. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Commitments and which such request shall be offered ratably to all Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be extended (the “Specified Existing Commitment Class”) except that (i) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (ii) (A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (iii) (A) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class; provided that, notwithstanding anything to the contrary in this Section 2.23 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 9.04 and (3) subject to the applicable limitations set forth in Section 2.09, permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrowers and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Existing Class converted into Extended Loans or Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date). (a) The Borrower Representative shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on one which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or more occasionsacceptable to, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (in each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agentacting reasonably, to give effect to accomplish the provisions purpose of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all the Lenders of one or more Classes (each any Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of with a like maturity date, in each case, on a Pro Rata basis and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders of the Extension Request Class that accept the applicable terms contained in such Extension Offer (such Lenders, Offers to extend the “Extending Lenders”) and, in the case maturity date of any Extending Lender, only with respect to each such Lender’s Loans and/or Commitments, as applicable, and Commitments otherwise modify the terms of such Loans and/or Commitments, as applicable, pursuant to the terms of the relevant Extension Request Class as to which Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s acceptance has been made.Loans (and related outstandings), as applicable) (each, an “Extension”, and each group of Loans and/or Commitments, as applicable, in each case as so extended, as well as the original Loans and/or Commitments (in each case not so extended), being a “tranche”; any Extended Revolver Commitments or Extended Term Loans, as the case may be, shall constitute a separate tranche of Revolver Commitments or Term Loans from the tranche of Revolver Commitments or Term Loans from which they were converted), so long as the following terms are satisfied: (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing immediately prior to giving effect to any such Extension, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Lead Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an extension with respect to such Loans extended pursuant to any Extension (any such extended term Loans, “Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the latest Term Maturity Date, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans or any other Extended Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Term Loans (and any other Incremental Term Loans, Extended Term Loans or Replacement Term Loans then subject to ratable repayment requirements), in each case as specified in the respective Extension Offer, (vi) except as to interest rates, fees and final maturity (which shall be determined by the Borrowers and set forth in the relevant Extension Offer), the Revolver Commitment of any Lender that agrees to an Extension (an “Extending Revolver Lender”) with respect to all or a portion of such Revolver Commitment extended (an “Extended Revolver Commitment”), and the related outstandings (“Extended Revolver Loans”), shall be a Revolver Commitment (or related outstandings, as the case may be) with the same terms as the original Revolver Commitments (and related outstandings); provided that (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolver Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolver Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments as set forth in clause (3) below) of Revolver Loans with respect to Extended Revolver Commitments after the applicable Extension date shall be made Pro Rata with all other Revolver Commitments, (2) subject to the provisions of Sections 2.04(e) and 2.05(d) to the extent dealing with Swingline Loans and Standby Letters of Credit which mature or expire after a maturity date when there exists Extended Revolver Commitments with a longer maturity date, all Swingline Loans and Standby Letters of Credit shall be participated Pro Rata by all Lenders with Revolver Commitments in accordance with their percentage of the Revolver Commitments (and except as provided in Sections 2.04(e) and 2.05(d), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolver Loans with respect to, and termination of, Extended Revolver Commitments after the applicable Extension date shall be made on a Pro Rata basis with all other Revolver Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such tranche of Revolver Commitments on a better than Pro Rata basis as compared to any other tranche of Revolver Commitments with a later maturity date than such tranche of Revolver Commitments, (4) assignments and participations of Extended Revolver Commitments and extend Revolver Loans shall be governed by the same assignment and participation provisions applicable to Revolver Commitments and Revolver Loans and (5) at no time shall there be Revolver Commitments hereunder (including Extended Revolver Commitment and any original Revolver Commitments) which have more than three different maturity dates, (vii) if the aggregate principal amount of Loans (calculated on the date face amount thereof) or Revolver Commitments in respect of effectiveness thereofwhich Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Revolver Commitments, as the case may be, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Loans or Revolver Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the applicable Borrower, and (x) the Extensions shall be in a minimum amount of $5.0 million. (b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.24(b), (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.12, 2.19, 9.06 and 9.19, as applicable, (ii) the amortization schedule of any outstanding Term Loans shall be adjusted to give effect to an Extension of the relevant Term Loans and (iii) except as set forth in clause (a)(x) above, no Extension Offer is required to be in any minimum amount or minimum increment, provided that the Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a greater minimum amount (to be determined and specified in the relevant Extension Offer in the sole discretion of the Borrowers and may be waived by the Borrowers) of Term Loans or of Revolver Commitments, as applicable, of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.24 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans or any Extended Revolver Commitments on the date of effectiveness thereof, the representations and warranties of each Loan Party such terms as may be set forth in the Loan Documents shall be true relevant Extension Offer) and correct in all material respects on and as hereby waive the requirements of such 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 any provision of such earlier date, and this Agreement (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement mayincluding, without the limitation, Sections 2.12, 2.19, 9.06 and 9.19, as applicable) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.24. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to Term Loans or one or more of its Revolver Commitments (or a portion thereof). All Extended Term Loans and Extended Revolver Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Extending Lenders, effect such Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of the Term Loans or Revolver Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative AgentAgent and the Borrowers in connection with the establishment of such new tranches or sub-tranches, to give effect in each case on terms consistent with this Section 2.24. In addition, if so provided in such amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the earliest Revolver Termination Date (but in no event later than the date that is five (5) Business Days prior to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments Revolver Termination Date) in respect of the Extending Revolver Commitments shall be re-allocated from Lenders holding non-extended Revolver Commitments to Lenders holding Extended Revolver Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolver Commitments, be deemed to be participation interests in respect of such Revolver Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Security Document that has a maturity date prior to the then Latest Maturity Date or Revolver Termination Date so that such maturity date is extended to the Latest Maturity Date (or such later date as a new “Class” of loans and/or commitments hereundermay be advised by local counsel to the Administrative Agent) or Revolver Termination Date, as applicable. (d) In connection with any Extension, the Borrowers shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior written notice thereof.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans with a like maturity date or more Classes Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each Class subject such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such an Extension OfferOffers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension Request ClassExtension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “Facility”; any Extended Term Loans shall constitute a separate Term Loan Facility (an “Extended Term Loan Facility”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by from the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions portion of the requested Extension Permitted Amendment applicable Term Loan Facility not being extended, and any Extended Revolving Credit Commitments shall constitute a separate Revolving Credit Facility (iian “Extended Revolving Credit Facility”) from the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments portion of the Lenders of Revolving Credit Facility not being extended), so long as the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereofan Extension Offer is delivered to the Lenders, (ii) on except as to interest rates, fees and final maturity (which shall be determined by the date of effectiveness thereof, the representations Borrower and warranties of each Loan Party set forth in the Loan Documents relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an Extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Loans”), and the related outstandings, shall be true a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and correct related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all material respects on other Revolving Credit Commitments, (2) subject to the provisions of Sections 2.04(d) and as of such date, except 2.05(l) to the extent that such representations dealing with Swing Line Loans and warranties specifically refer Letters of Credit which mature or expire after a maturity date when there exists Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Sections 2.04(d) and 2.05(l), without giving effect to changes thereto on an earlier datematurity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), in which case they (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be true made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and correct in all material respects terminate commitments of any Revolving Credit Facility on a better than a pro rata basis as compared to any other Revolving Credit Facility with a later maturity date than such Revolving Credit Facility and (4) assignments and participations of such earlier dateExtended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to existing Revolving Credit Commitments and Revolving Credit Loans and (5) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any Initial Revolving Credit Commitments) which have more than three different maturity dates (unless otherwise agreed by the Administrative Agent), and (iii) ▇▇▇▇▇ ▇ except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have delivered the same terms as the Term Loan Facility subject to such Extension Offer, (iv) the Administrative Agent such legal opinionsfinal maturity date of any Extended Term Loans shall be no earlier than the Term Loan Facility with the latest maturity date, board resolutions(v) the weighted average life of any Extended Term Loans shall be no shorter than the remaining weighted average life of the Term Loans extended thereby, secretary’s certificates(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, officer’s certificates and other documents in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall reasonably have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be requested extended by the Administrative Agent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in connection therewithrespect of such Extension shall be consistent with the foregoing and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.10 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Facilities be tendered. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness transactions contemplated by this Section (including, for the avoidance of each doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Agreement. Each Extension Offer) and hereby waive the requirements of any provision of this Agreement may(including, without the limitation, Sections 2.10 and 2.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments, the consent of the L/C Issuer and Swing Line Lender. All Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Extending Lenders, effect such Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Facilities or sub-Facilities in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Facilities or sub-Facilities, in each case on terms consistent with this Section. In addition, if so provided in such amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the maturity date in respect of the Revolving Credit Facility not being extended shall be re-allocated from Lenders holding Revolving Credit Commitments not being extended to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Facility with the latest maturity date so that such maturity date is extended to such later maturity date (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect to accomplish the provisions purposes of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date, such Borrower(s) may extend such Maturity Date and otherwise modify the Lenders terms of one or more Classes (each Class subject such Loans and/or Commitments pursuant to such the terms set forth in an Extension OfferOffer (each, an “Extension”). Each Extension Request Class”) Offer will specify the minimum amount of Loans and/or Commitments with respect to make one or more which an Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent Offer may be accepted, which will be an integral multiple of $1,000,000 and reasonably acceptable to the Borrower. Such notice shall set forth an aggregate principal amount that is not less than $5,000,000, or, if less, (i) the terms and conditions aggregate principal amount of the requested Extension Permitted Amendment and such Class of Loans outstanding or (ii) the date on which such Extension Permitted Amendment lesser minimum amount as is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to approved by the Administrative Agent), such approval not to be unreasonably withheld, conditioned or delayed. Extension Permitted Amendments shall become effective only with respect Offers will be made on a pro rata basis to the Loans and Commitments of the all Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable holding Loans and/or Commitments of a particular Class with a like Maturity Date. If the Extending aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) and/or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and/or Commitments offered to be extended pursuant to such Extension Offer, then the Loans and/or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness, including a new “Class” condition that a minimum amount of loans Loans and/or commitments hereunderCommitments of any or all applicable tranches be tendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders, on a pro rata basis (based on the Lenders aggregate outstanding principal amount of one the Term Loans) and on the same terms to each such Lender, the Borrower may from time to time extend the maturity date and availability period of the Term Loans, and otherwise modify the terms of the Term Loans, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or more Classes fees payable in respect of the Loans (each Class subject to such an Extension Offerand related outstandings) (each, an “Extension”, and each group of Term Loans as so extended, as well as the original Term Loans (in each case not so extended), being a “tranche”; any Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by Loans shall constitute a separate tranche of Term Loans from the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions tranche of the requested Extension Permitted Amendment and (ii) the date on Term Loans from which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after Term Loans were converted, so long as the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of an Extension Offer is delivered to the Lenders and no Event of Default shall exist immediately after the effectiveness thereofof any Extension Loan, (ii) on except as to interest rates, fees, final maturity date and premium, which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the date of effectiveness thereof, the representations Borrower and warranties of each Loan Party set forth in the Loan Documents relevant Extension Offer), the Term Loans of any Lender extended pursuant to any Extension (“Extension Loans”) shall have the same terms (save for any terms that apply solely after the latest maturity date of the Term Loans hereunder prior to giving effect to such Extension) as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extension Loans shall be true and correct no earlier than the then latest maturity date of Term Loans hereunder, (iv) the Weighted Average to Life Maturity of the Extension Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) the amortization schedule applicable to the Extension Loans pursuant to Section 2.4 for the periods prior to the maturity date of the Term Loans hereunder shall not be increased, (vi) any Extension Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in all material respects any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on and as the face amount thereof), in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Lenders shall be true and correct extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viii) all documentation in all material respects as respect of such earlier dateExtension shall be consistent with the foregoing, and (iiiix) ▇▇▇▇▇ ▇ and any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 3.16, the Extension Offer shall have delivered specify a minimum amount of Term Loans to be tendered (which shall not be less than $10,000,000) as a condition to the Administrative Agent consummation of such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewithExtension Offer (a “Minimum Extension Condition”). The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 3.16 (including, for the avoidance of each doubt, payment of any interest, fees or premium in respect of any Extension Agreement. Each Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement may, without the or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 3.16. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the applicable Extending Lenders, effect consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of the Term Loan so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 3.16. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect to accomplish the provisions purposes of this Section, including Section 3.16. (e) The conversion of any amendments necessary to treat the applicable Term Loans and/or Commitments hereunder into Extension Loans in accordance with this Section 3.16 shall not constitute a voluntary or mandatory payment or prepayment for purposes of the Extending Lenders as a new “Class” of loans and/or commitments hereunderthis Agreement.

Extension Offers. (a) The Borrower Company may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany; provided that any Extension Offer relating to Revolving Commitments or Revolving Loans may only be made on an anniversary of the Effective Date (or on the next succeeding Business Day in the case of any anniversary that occurs on a day that is not a Business Day) and no more than two Extension Offers may be made in respect of Revolving Commitments. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor or more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by (i) in the case of an Extension Permitted Amendment in respect of any Class of Term Loans, ▇▇▇▇▇▇ ▇USA, the BorrowerBorrowers, each applicable Extending Lender and the Administrative Agent, and (ii) in the case of an Extension Permitted Amendment in respect of any Class of Revolving Commitments, ▇▇▇▇▇▇ USA, the Borrowers, each applicable Extending Lender, a Majority in Interest of the Revolving Lenders, each Issuing Bank, the Swingline Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, and (iii) ▇▇▇▇▇▇ ▇ USA and the Borrower Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that in the case of any Extension Offer relating to Revolving Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Bank and the Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan as between the commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Commitments and (ii) the Revolving Availability Period and the Revolving Maturity Date, as such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior written consent of each Issuing Bank and the Swingline Lender, as applicable; and provided further that in the case of any Extension Offer relating to Revolving Commitments or Revolving Loans, the Company shall have the right to replace any Revolving Lender that does not agree to become an Extending Lender with an Eligible Assignee that will agree to be an Extending Lender as provided in Section 2.20(b).

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Company to all Lenders with Revolving Commitments of the applicable Class with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may be) and offered on the same terms to each such Lender, any such Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of one each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate, premiums or more Classes fees payable in respect of such Revolving Commitments (and related out standings) and/or modifying optional prepayment terms, required prepayment dates and participation in prepayments in respect of such Lender’s Revolving Commitments) (each, an “Extension”, and each group of Revolving Commitments, in each case as so extended, being a separate Class; any Extended Revolving Loans shall constitute a separate Class subject of Revolving Loans from the Class of Revolving Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Commitments from the Class of Commitments from which they were converted). The Company shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.32. No Lender shall have any obligation to agree to have any of its existing Revolving Commitments converted into Extended Revolving Commitments (as defined below) pursuant to any Extension Offer. Each Extension Offer will specify the minimum amount of Revolving Commitments with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $25,000,000 (or (a) if less, the aggregate principal amount of such Revolving Commitments or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed). If the aggregate outstanding amount of Revolving Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Revolving Commitments offered to be extended pursuant to an Extension Offer, an “Extension Request Class”) then the Revolving Commitments of such Lenders will be extended ratably up to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by such maximum amount based on the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions Revolving Commitments of the requested Extension Permitted Amendment and Lender or the respective principal amounts (iibut not to exceed actual holdings of record) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment be subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer with respect to Commitments of the Lenders of applicable Class is referred to herein as an “Extending Lender” and the Extension Request Class that accept the applicable Revolving Commitments held by such Lender (and so extended) accepting an Extension Offer (such Lenders, the is referred to herein as “Extending LendersExtended Revolving Commitments”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made). (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Pursuant to the Administrative Agent, make one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans of a particular Class with a like Maturity Date (and with respect to any Extension Offer each Lender may, in its sole discretion, choose whether to accept or more Classes reject such Extension Offer), the Borrower may extend such Maturity Date and otherwise modify the terms of such Term Loans pursuant to the terms set forth in an Extension Offer (each, an “Extension,” and each group of such Term Loans so extended (the “Extended Term Loans”), as well as any such Term Loans of the same Class subject not so extended, being a tranche). Each Extension Offer will specify the minimum amount of Term Loans with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $5,000,000 (or (x) if less, the aggregate principal amount of such Term Loans outstanding or (y) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), and will be made on a pro rata basis to all Lenders of Term Loans of a particular Class with a like Maturity Date. If the aggregate outstanding principal amount of such Term Loans (calculated on the face amount thereof) in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans offered to be extended pursuant to an Extension Offer, then the Term Loans of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an “Extension Request Class”) to make Offer will be determined by the Borrower and an Extension Offer may contain one or more Extension Permitted Amendments pursuant conditions to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Sectionits effectiveness, including that a minimum amount of Term Loans or any amendments necessary to treat the or all applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereundertranches be tendered.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans having a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans) and on the same terms to each such Lender, the Borrower may from time to time extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or more Classes fees payable in respect of such Term Loans (each Class subject to and related outstandings) and/or modifying the amortization schedule in respect of such an Extension OfferLender’s Term Loans) (each, an “Extension Request ClassExtension”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by , and each group of Term Loans as so extended, as well as the Administrative Agent and reasonably acceptable to original Term Loans (in each case not so extended), being a “Tranche”); any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Borrower. Such notice shall set forth (i) Tranche of Term Loans from which they were converted, so long as the following terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereofan Extension Offer is delivered to the Lenders, (ii) on except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the date of effectiveness thereof, the representations Borrower and warranties of each Loan Party set forth in the Loan Documents relevant Extension Offer), the Term Loans of any Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be true no earlier than the then Latest Maturity Date hereunder and correct the amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original applicable Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in all material respects any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on and as the face amount thereof), in respect of which Lenders or shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Lenders shall be true and correct extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in all material respects as respect of such earlier dateExtension shall be consistent with the foregoing, and (iiiviii) ▇▇▇▇▇ ▇ and any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall have delivered not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Administrative Agent Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such legal opinions, board resolutions, secretaryExtension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s certificates, officer’s certificates sole discretion and other documents as shall reasonably may be requested waived by the Administrative Agent in connection therewithBorrower) of Term Loans (as applicable) of any or all applicable Tranches be tendered. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of each Extension Agreement. Each Extension Agreement maydoubt, without the consent payment of any Lender interest, fees or premium in respect of any Extended Term Loans on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other than Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. (c) The Lenders hereby irrevocably authorize the applicable Extending Lenders, effect such Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Tranches or sub-Tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Tranches or sub-Tranches, in each case on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent and the Collateral Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent and the Collateral Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent and the Collateral Agent, in each case acting reasonably to give effect accomplish the purposes of this Section 2.15. (e) If, in connection with any proposed Extension, any requested Lender declines to consent to the provisions of this Section, including any amendments necessary to treat applicable extension on the terms and by the deadline set forth in the applicable Extension Offer (each such other Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Term Loans and/or Commitments on the terms set forth in such Extension amendment; provided, further, that all obligations of the Borrower owing to the Non-Extending Lenders Lender relating to the existing Term Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption. In connection with any such replacement under this Section 2.15, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption by the later of (A) the date on which the replacement Lender executes and delivers such Assignment and Assumption and (B) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the existing Term Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Non-Extending Lender. (f) Following the effectiveness of any Extension, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a new portion of its Term Loans deemed to be an Extended Term Loan under the applicable extended Tranche on any date (each date a “Class” Designation Date”) prior to the maturity date of loans and/or commitments hereundersuch extended Tranche; provided that such Lender shall have provided written notice to the Borrower and the Administrative Agent at least ten (10) Business Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion); provided, further, that no greater amount shall be paid by or on behalf of the Borrower or any of its Affiliates to any such Non-Extending Lender as consideration for its extension into such extended Tranche than was paid to any Lender that participated in such Extension as consideration for its Extension into such extended Tranche. Following a Designation Date, the existing Term Loans held by such Lender so elected to be extended will be deemed to be Extended Term Loans of the applicable extended Tranche, and any existing Term Loans held by such Lender not elected to be extended, if any, shall continue to be Term Loans of the applicable Tranche.

Extension Offers. (a) The Borrower may on one at any time and from time to time request that all or more occasionsa portion of the Commitments of any Class, by written notice to existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”) ; each Existing Commitment and related Existing Loans together being referred to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, as an “Extension Request Existing Class”) be converted to make one extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or more a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so Extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.17. Prior to entering into any Extension Permitted Amendments pursuant Amendment with respect to procedures reasonably specified by any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent and reasonably acceptable to the Borrower. Such notice (who shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date provide a copy of such notice, unless otherwise agreed notice to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments each of the Lenders of the applicable Class of Existing Commitments and which such request shall be offered equally to all Lenders under such Class) (an “Extension Request Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be Extended (the “Specified Existing Commitment Class”), except that (w) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (y)(l) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (2) the Extension Amendment may provide for other covenants and terms that accept apply to any period after the Latest Maturity Date in effect at such time; provided that, notwithstanding anything to the contrary in this Section 2.17 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Offer Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (such Lenders2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 13.6 and (3) subject to the applicable limitations set forth in Section 4.2, the “Extending Lenders”) and, permanent repayments of Extended Loans (and corresponding permanent reduction in the case related Extended Commitments) shall be permitted as may be agreed upon between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Extending Lender, only with respect Existing Class converted into Extended Loans or Extended Commitments pursuant to such Lender’s Loans and any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such Extension Request Class as to which such Lender’s acceptance has been madedate). (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the The Borrower shall have delivered to provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent may determine in connection therewith. The Administrative Agent shall promptly notify each Lender as its reasonable discretion) prior to the effectiveness of each Extension Agreement. Each Extension Agreement maydate on which Lenders under the Existing Class are requested to respond, without the consent of any Lender other than the applicable Extending Lendersand shall agree to such procedures, effect such amendments to this Agreement and the other Loan Documents if any, as may be necessary established by, or appropriateacceptable to, in the opinion of the Administrative Agent, in each case acting reasonably, to give effect to accomplish the provisions purpose of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one or more Classes Loans of any Class, in each case on a pro rata basis (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by based on the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions aggregate outstanding principal amount of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date respective Loans of such noticeClass) and on the same terms to each such Lender, unless otherwise agreed the Borrower is hereby permitted to by the Administrative Agent). Extension Permitted Amendments shall become effective only consummate from time to time transactions with respect to the Loans and Commitments of the individual Lenders of the Extension Request Class that accept the applicable terms contained in such Extension Offer (such Lenders, Offers to extend the “Extending Lenders”) and, in the case maturity date of any Extending Lender, only with respect to each such Lender’s Loans and Commitments of such Class and otherwise modify the terms of such Loans pursuant to the terms of the relevant Extension Request Offer of such Class as to which (including by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Lender’s acceptance has been made.Loans) (each, an “Extension”; any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted), so long as the following terms are satisfied: (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an extension with respect to such Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall have the same terms as the Class of Loans subject to such Extension Offer until the Final Maturity Date, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the maturity date of the Class of Loans subject to such Extension Offer, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Loans, in each case as specified in the respective Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the date face amount thereof) in respect of effectiveness thereofwhich Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.23, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.8, 2.9, 2.11 and 2.18, (ii) the amortization schedule set forth in Section 2.10 shall be adjusted to give effect to the Extension of the relevant Loans and (iii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Loans of any or all applicable Classes be tendered. The Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on the date of effectiveness thereof, the representations and warranties of each Loan Party such terms as may be set forth in the Loan Documents shall be true and correct in all material respects on and as relevant Extension Offer) and, subject to compliance with this Section 2.23 hereby waive the requirements of such dateany provision of this Agreement (including Sections 2.8, except to the extent that such representations and warranties specifically refer to an earlier date2.9, in which case they shall be true and correct in all material respects as of such earlier date2.11, and 2.18) that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (iiic) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the No consent of any Lender shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to its Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Extending Lenders, effect such Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes in respect of Loans so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.23. Without limiting the foregoing, in connection with any Extensions the respective Obligors shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent) or otherwise amend such Mortgage to the extent the Administrative Agent determines such amendment is necessary (based on the advice of local counsel) to ensure such Extended Term Loans benefit from such Mortgage. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect to accomplish the provisions purposes of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.23.

Extension Offers. (a) The Borrower may Company may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been madeClass. (b) An The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent an extension agreement (each, an “Extension Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender Amendments and the Administrative Agentterms and conditions thereof; provided that no Extension Permitted Amendment Agreement shall become effective unless unless: (i) no Default or Event both before and after giving effect to the effectiveness of Default such Extension Agreement, each of the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall have occurred and be continuing on satisfied (it being understood that all references to “the date of effectiveness thereof, such Credit Extension” or similar language in Section 4.02 shall be deemed to refer to the date of such effectiveness); (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents Parties and the Collateral Agent shall be true and correct in all material respects on and as of enter into such dateamendments, except if any, to the extent Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Loans and Commitments of the Accepting Lenders, as modified by the Extension Agreement, are provided with the benefit of the applicable Collateral Documents and shall deliver such representations other documents, certificates and warranties specifically refer to an earlier date, opinions of counsel in which case they shall connection therewith as may be true and correct in all material respects as of such earlier date, and reasonably requested by the Collateral Agent; and (iii) ▇▇▇▇▇ ▇ Holdings and the Borrower Company shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably be requested by the Administrative Agent in connection therewith. (c) Each Extension Agreement shall be binding on the lenders party thereto, the Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Company, to give effect to the provisions of this Section, Section (including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Accepting Lenders as a new “Class” of loans and/or or commitments, as applicable, hereunder); provided that, in the case of any Extension Offer relating to Revolving Credit Commitments or Revolving Credit Loans, except as otherwise agreed to by each L/C Issuer and the Swing Line Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the commitments hereunderof such new “Class” and the remaining Revolving Credit Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Credit Commitments until the Maturity Date with respect to all such remaining Revolving Credit Commitments and (ii) the Letter of Credit Expiration Date and the Maturity Date, as such terms are used in reference to Letters of Credit and Swing Line Loans, respectively, may not be extended without the prior written consent of each L/C Issuer and the Swing Line Lender, as applicable.

Extension Offers. (a) The Borrower may on one or more occasionsCompany may, by written notice to the Administrative Agent, not less than 45 days and not more than 90 days prior to any anniversary of the date hereof, but on not more than two occasions during the term of this Agreement, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class Commitment as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the BorrowerBorrowers, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof(or would occur after giving effect to such transaction), (ii) on the date of effectiveness thereof, each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of each Loan Party set forth in the other Loan Documents shall be true and correct in all material respects on and as of such date, date as if made on and as of such date (except to the extent that any such representations and warranties specifically refer relate, by their terms, to an earlier a specific date, in which case they such representations and warranties shall be true and correct in all material respects on and as of such earlier specific date), and (iii) ▇▇▇▇▇ ▇ and the Borrower Borrowers shall have delivered to the Administrative Agent (A) a certificate to the effect set forth in the preceding clauses (i) and (ii), (B) legal opinions of counsel to the Borrowers covering such legal opinions, board resolutions, secretary’s certificates, officer’s certificates matters as are customary for transactions of this type and such other documents matters as shall may be reasonably be requested by the Administrative Agent and (C) any other certificates or documents that the Administrative Agent shall reasonably request, each in connection therewithform and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Sectionsubsection 2.15, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder; provided that, except as otherwise agreed to by each Issuing Bank, (x) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the commitments of such new “Class” and the remaining Commitments shall be made on a pro rata basis as between the commitments of such new “Class” and the remaining Commitments and (y) the Commitment Period and the Maturity Date, as such terms are used in reference to Letters of Credit, may not be extended without the prior written consent of each Issuing Bank. If an Extension Agreement shall have become effective, the Commitment of any Lender that is not an Extending Lender (each a “Non-Extending Lender”) shall terminate on the Maturity Date in effect prior to giving effect to any such Extension Agreement (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Non-Extending 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, Non-Extending Lenders pursuant to this sentence, the aggregate amount of the Revolving Exposures shall not exceed the aggregate Commitments. (c) Extension Permitted Amendments effected in accordance with this subsection 2.15 will not require the consent of the Majority Lenders.

Extension Offers. (a) The Borrower may on one or more occasionsCompany may, by written notice to the Administrative AgentAgent from time to time, make one or more offers request an extension (each, an “Extension OfferExtension”) to all of the Lenders maturity date of one or more Classes Term A Loans and Revolving Commitments (each Class subject to such an Extension Offer, an “Extension Request Class”but specifically not including Swingline Loans) to make one or more Extension Permitted Amendments pursuant to procedures reasonably the extended maturity date specified by the Administrative Agent and reasonably acceptable to the Borrowerin such notice. Such notice shall set forth (i) set forth the terms and conditions amount of the requested Extension Permitted Amendment Revolving Commitments and/or Term A Loans that will be subject to the Extension, provided that (y) no Class of Extended Term Loans shall be in an amount less than the lesser of (A) 75% of the outstanding principal amount of the Term Loans or (B) $40,000,000 and (z) no Class of Extended Revolving Commitments shall be in an amount less than the lesser of (A) 75% of the then outstanding Revolving Commitments or (B) $10,000,000 (each amount in clause (y) and (z) of this Section 2.22(a), the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent, (ii) set forth the date on which such Extension Permitted Amendment is requested to become effective (which shall be not be less than 10 ten (10) Business Days nor more than 30 Business Days sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify whether the Extension relates to the Revolving Commitments and/or Term A Loans. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Company. If the aggregate principal amount of Revolving Commitments or Term A Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term A Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, unless otherwise agreed then the Revolving Commitments or Term A Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to by such maximum amount based on the Administrative Agent). Extension Permitted Amendments shall become effective only respective principal amounts with respect to the Loans and Commitments of the which such Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of have accepted such Extension Request Class as to which such Lender’s acceptance has been madeOffer. (b) An Extension Permitted Amendment The following shall be effected pursuant conditions precedent to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereofimmediately prior to and immediately after giving effect to such Extension, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Article III and in each other Loan Documents Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such dateExtension, except (iii) the Issuing Bank and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such representations Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and warranties specifically refer to an earlier date, in which case they (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be true determined by the Company and correct the applicable extending Lenders and set forth in all material respects as an Extension Amendment; provided that (i) the final maturity date of such any Extended Revolving Commitment or Extended Term Loan shall be no earlier datethan the Revolving Credit Maturity Date or the Term A Maturity Date, respectively, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments and (B) the average life to maturity of the Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term A Loans, (iii) ▇▇▇▇▇ ▇ the Extended Revolving Loans and the Borrower Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and the existing Term Loans and the borrowers and guarantors of the Extended Revolving Commitments or Extended Term Loans, as applicable, shall have delivered be the same as the Borrowers and Guarantors with respect to the existing Revolving Loans or Term Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Revolving Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Company and the applicable extending Lenders, (v) (A) the Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans, (B) the Extended Revolving Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Revolving Loans and (C) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Commitments, and participation in Letters of Credit and Swingline Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Commitments (other than upon the maturity of the non-extended Revolving Loans and Revolving Commitments) and (vi) the terms of the Extended Revolving Commitments or Extended Term Loans, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) of this Section 2.22(c)). (d) In connection with any Extension, the Company, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents documentation as shall reasonably be requested by the Administrative Agent in connection therewithshall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Agreement. Each Extension Agreement Amendment may, without the consent of any Lender other than the applicable Extending LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Company, to give effect to implement the provisions terms of this Sectionany such Extension, including any amendments necessary to treat the applicable establish Extended Revolving Commitments or Extended Term Loans and/or Commitments of the Extending Lenders as a new “Class” Class or tranche of loans and/or Revolving Commitments or Term Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Company in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of Revolving Exposure upon the expiration or termination of the commitments hereunderunder any Class or tranche), in each case on terms consistent with this section. (e) Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

Extension Offers. (a) The Borrower may on one may, at any time and from time to time request that all or more occasionsa portion of the Commitments and related Loans of a given Class be amended to extend the scheduled Maturity Date thereof and to provide for other terms consistent with this Section 2.17. In order to establish an Extended Class, by written the Borrower shall provide a notice to the Administrative AgentAgent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (each, make one a “Loan Extension Request”) setting forth the proposed terms of the Extended Class to be established, which shall (x) be identical as offered to each Lender under such Existing Class (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or more offers other similar fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Class and (y) be identical to the Commitments and Loans under the Existing Class from which such Extended Class is to be amended (the “Specified Existing Commitment Class”), except that: (i) the fees with respect to the Extended Commitments of any Extended Class may be different than the fees for the Commitments of such Existing Class, in each case to the extent provided in the applicable Extension Amendment, (ii) the yield with respect to the Extended Loans of any Extended Class (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the yield for the Loans of such Existing Class, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Class); provided that (A) in no event shall the final Maturity Date of any Extended Class of a given Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Class, (B) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (C) any Extended Loans of an Extended Class may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary repayments or prepayments of principal of the Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Loan Extension Request. Any Class of Loans and Commitments amended pursuant to any Loan Extension Request shall be designated a series (each, an “Extension OfferSeries”) of Extended Commitments and Extended Loans for all purposes of this Agreement; provided that any Extended Commitments and Extended Loans amended from an Existing Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to an Existing Class. Each request for an Extension Series of Extended Commitments and Extended Loans proposed to be incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $10,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Request, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Loan Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Commitments and Loans of any Existing Class amended into an Extended Class pursuant to any Loan Extension Request. Any Lender holding a Commitment or Loan under an Existing Class (each, an “Extending Lender”) wishing to have all or a portion of its Commitments and Loans under the Lenders of one or more Classes (each Existing Class subject to such an Loan Extension OfferRequest amended into Extended Commitments and Extended Loans shall notify the Administrative Agent (each, an “Extension Request ClassElection”) to make one on or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable prior to the Borrower. Such notice shall set forth (i) the terms and conditions date specified in such Loan Extension Request of the requested Extension Permitted Amendment amount of its Commitments and Loans under the Existing Class, which it has elected to request be amended into an Extended Class (ii) the date on which such Extension Permitted Amendment is requested subject to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments and Loans under the Existing Class in respect of which applicable Lenders shall have accepted the relevant Loan Extension Permitted Amendments shall become effective only with respect Request exceeds the amount of Extended Commitments and Extended Loans requested to be extended pursuant to the Loan Extension Request, Commitments and Loans subject to Extension Elections shall be amended to Extended Commitments and Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent) based on the aggregate principal amount of Commitments and Loans included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Existing Commitments of the Lenders Specified Existing Commitment Class for purposes of the Extension Request Class obligations of a Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under Article 3, except that accept the applicable Extension Offer Amendment may provide that the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (such Lenders, the “Extending Lenders”) and, pursuant to mechanics to be specified in the case of any Extending Lenderapplicable Extension Amendment) so long as the applicable Swingline Lender and/or the applicable Issuing Bank, only with respect as applicable, have consented to such Lender’s Loans and Commitments extensions. For the avoidance of such Extension Request Class as to which such Lender’s acceptance has been made. doubt, neither the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (irelated obligations to make Swingline Loans or issue Letters of Credit may not be continued) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the express consent of any the Swingline Lender other than the or applicable Extending LendersIssuing Bank, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderapplicable.

Extension Offers. (a) The Borrower may on one at any time and from time to time request that all or more occasionsa portion of the Commitments of any Class, by written notice to existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”) ; each Existing Commitment and related Existing Loans together being referred to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, as an “Extension Request Existing Class”) be converted to make one extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or more a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so Extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.17. Prior to entering into any Extension Permitted Amendments pursuant Amendment with respect to procedures reasonably specified by any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent and reasonably acceptable to the Borrower. Such notice (who shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date provide a copy of such notice, unless otherwise agreed notice to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments each of the Lenders of the applicable Class of Existing Commitments and which such request shall be offered equally to all Lenders under such Class) (an “Extension Request Class that accept Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable Extension Offer to the Existing Commitments from which they are to be Extended (such Lenders, the “Extending LendersSpecified Existing Commitment Class”), except that (w) andall or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, in (x)(A) the case of any Extending Lenderinterest rates, only interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to such Lender’s Loans and the Extended Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in different from those for the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Existing Commitments of the Extending Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders as a new “Class” providing such Extended Commitments in addition to or in lieu of loans and/or commitments hereunder.any of the items contemplated by the preceding clause (A), (y)

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Company to all the Lenders of one Term Loans under a Facility or more Classes Revolving Lenders under a Facility on a pro rata basis (based respectively on the aggregate outstanding principal amount of the Term Loans under such Facility or the relevant aggregate outstanding Revolving Commitments under such Facility) and on the same terms respectively to each Class subject such Lender, the Company may from time to time extend the maturity date of the relevant Term Loans or the relevant Revolving Commitments, as the case may be, and otherwise modify the terms of the relevant Term Loans or the relevant Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of the Term Loans or the relevant Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such an Extension OfferLender’s Term Loans) (each, an “Extension Request ClassExtension”) to make one , and each group of relevant Term Loans or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such noticerelevant Revolving Commitments, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in as the case of any Extending Lendermay be, only with respect to such Lender’s as so extended, as well as the original relevant Term Loans and or relevant Revolving Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇in each case, the Borrowernot so extended), each applicable Extending Lender being a “tranche”; any Extension Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and any Extension Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless tranche of relevant Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereofan Extension Offer is delivered to the Lenders and the representations and warranties in Article VIII shall be accurate in all material respects both before and after giving effect to such Extension, (ii) on in respect of Term Loans, except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the date of effectiveness thereof, the representations Company and warranties of each Loan Party set forth in the Loan Documents relevant Extension Offer), the Term Loans of any Lender extended pursuant to any Extension (“Extension Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extension Term Loans shall be true no earlier than the then latest maturity date of Term Loans and correct the amortization applicable to Term Loans for periods prior to the original maturity date may not be increased, (iv) the Weighted Average Life to Maturity of any Extension Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extension Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in all material respects any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vi) if the aggregate principal amount of Term Loans or Revolving Commitments, as applicable (calculated on and the face amount thereof), in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or relevant Revolving Commitments, as the case may be, offered to be extended by the Company pursuant to such Extension Offer, then the Term Loans or the relevant Revolving Commitments, as applicable, of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Lenders shall be true and correct extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in all material respects as respect of such earlier dateExtension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company, and (iiiix) ▇▇▇▇▇ ▇ and the Borrower any tranche which is an Extension of Revolving Commitments shall have delivered the same terms (other than interest rate and fees and an extended maturity date) as the tranche of Revolving Commitments subject to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested Extension Offer unless otherwise agreed by the Administrative Agent Agent. The relevant Revolving Commitments of any Revolving Lender extended pursuant to any Extension (“Extension Revolving Commitments”) shall expire no earlier than the termination date of the tranche of relevant Revolving Commitments subject to such Extension Offer. For the avoidance of doubt, no Lender shall be required to participate in connection therewithany Extension. (b) With respect to all Extensions consummated pursuant to this Section 2.12, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 3.02 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Company may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Company’s reasonable judgment and which may be waived by the Company) of Term Loans or Revolving Commitments tendered. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.12 (including, for the avoidance of each Extension Agreement. Each Extension Agreement maydoubt, without the consent payment of any Lender interest, fees or premium in respect of any Extension Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other than Basic Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.12 (c) The Lenders hereby irrevocably authorize the applicable Extending Lenders, effect such Administrative Agent to enter into amendments to this Agreement and the other Loan Basic Documents with the Obligors as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans or Revolving Commitments so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Company in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.12. (d) In connection with any Extension, the Company shall provide the Administrative Agent at least five Business Days’ (or such shorter notice as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect accomplish the purposes of this Section 2.12. After such notice of an Extension is given to the provisions of this SectionAdministrative Agent, including should any amendments necessary existing Lenders choose not to treat participate in the applicable Extension the Borrowers will have the right to add an additional Lender party thereto to replace the Loans and/or Commitments of such existing Lenders, subject to receipt of consents of the Extending Lenders as a new “Class” of loans and/or commitments hereundertype required by Section 12.06(b).

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (Classes, on equal terms to each Class subject to Lender of such an Extension OfferClass, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 five Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and). For the avoidance of doubt, an Extension Offer may be declined by any existing Lender in its sole discretion. The Extension Offer shall not be required to be in any minimum amount or any minimum increment, provided that the Borrower may, at its option and subject to its right to waive any such condition in its sole discretion, specify as a condition to the effectiveness of any Extension Permitted Amendment that a minimum amount, as specified in the case Extension Offer, of Commitments be extended. The Borrower may amend, revoke or replace any Extending Lender, only with respect Extension Offer at any time prior to such Lender’s Loans and Commitments the effectiveness of such the applicable Extension Request Class as to which such Lender’s acceptance has been madeAgreement. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party subject to any conditions set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewithapplicable Extension Agreement. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect (i) an increase or decrease in the yield on the Extended Commitments (and the Loans in respect thereof), including any increase or decrease in, or an introduction of, interest margins, benchmark rate floors, fixed interest rates or fees or premiums, (ii) a modification of the commitment terminations applicable to the Extended Commitments, (iii) an increase in the fees payable to, or the inclusion of new fees to be payable to, the Extending Lenders in respect of such Extension Offer or their Extended Commitments (and the Loans in respect thereof), (iv) an addition of one or more covenants applicable to the Borrower and its Subsidiaries or any other provisions; provided that, in the case of this clause (iv), to the extent such covenants or provisions are not consistent with those applicable under the Credit Documents prior thereto, such differences shall be reasonably satisfactory to the Administrative Agent (it being agreed, however, that (x) any Extension Agreement may include any Previously Absent Financial Maintenance Covenant if such Previously Absent Financial Maintenance Covenant applies only to periods after the latest Maturity Date in effect at the time of the effectiveness thereof or, following notice to the Administrative Agent, this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of all Lenders and (y) any Extension Agreement may include covenants and other provisions applicable only to periods after the latest Maturity Date in effect at the time of effectiveness thereof) and/or (v) such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending accepting Lenders as a new “Class of Commitments hereunder (including for purposes of borrowings, prepayments, allocation of participation exposure in Swingline Loans and Letters of Credit and voting (it being agreed that such new Class of Commitments and existing Class of non-extended Commitments may each be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 9.02) and to enable such new Class of Commitments to be extended under this Section); provided that (A) an Extension Agreement may provide for reduction or termination of Commitments, borrowings and prepayments of Loans, in each case on a non-pro rata basis as between Commitments or Loans of different Classes, but (subject to Section 2.19) any such reductions, borrowings and prepayments within a single Class shall be made on a ratable basis within such Class” ; (B) an Extension Agreement may designate Swingline Loans and Letters of loans and/or commitments hereunderCredit to be issued under one Class and (subject to Section 2.19) any allocation of participation exposure in Swingline Loans and Letters of Credit within such Class shall be made on a ratable basis within such Class; (C) the Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit issued by any Issuing Bank or Swingline Loans issued by any Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or such Swingline Lender, as applicable and (D) each Class of Extended Commitments and the Loans thereunder will rank pari passu in right of payment and security (if any) with the other Loans and Commitments hereunder and the borrower under any Class of Extended Commitments shall be the same as the Borrower with respect to the existing Commitments and Loans; provided that if a Class of Extended Commitments is secured, then the remaining Class of Commitments shall also be secured. The Administrative Agent agrees that its consent to any amendment to this Agreement or any other Credit Document as contemplated above, or to the form and substance of any Extension Agreement, will not be unreasonably withheld, delayed or conditioned.

Extension Offers. (a) The Borrower may may, on one or not more occasionsthan two occasions prior to the fourth anniversary of the Effective Date, by written notice to the Administrative Agent, make one or more offers (eachcollectively, an “Extension Offer”) to all the Lenders of one or more Classes Classes, other than any Class of Incremental Term Commitments or Incremental Term Loans established under Section 2.20 (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more enter into an Extension Permitted Amendments Amendment pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less fewer than 10 Business Days nor or more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective (A) only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the Lenders being called “Extending Lenders”, and Lenders of such Class that do not accept such Extension Offer being called “Declining Lenders”), (B) and, only if Lenders representing at least a majority of the Commitments of the Extension Request Class accept such Extension Offer and (C) in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificatesevidence of authority, officer’s certificates and other documents as shall reasonably be have been requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to of the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents (including provisions hereof or thereof that would otherwise require the consent of all the Lenders) as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the applicable Extending Lenders as a new “Class” Class of loans and/or commitments hereunder; provided that, (i) no such Extension Agreement shall effect any amendment or waiver referred to in Section 9.02(b)(ii)(A), (B) or (C) without the consent of each Lender affected thereby and (ii) except as otherwise agreed by the Issuing Bank and the Swingline Lender, as applicable, (A) the allocation of the participation exposures with respect to any then-existing or subsequent Letters of Credit or Swingline Loans shall be made on a ratable basis as between the new Class of Commitments and the remaining Commitments and (B) the Revolving Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended. (c) The applicable Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to the effectiveness of any such Extension Permitted Amendment (the “Existing Revolving Maturity Date”). The principal amount of any outstanding Revolving 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, shall be due and payable on the Existing Revolving Maturity Date, and on such date the Borrower shall also make such other prepayments of 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 Aggregate Revolving Exposures will not exceed the Aggregate Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to and in accordance with Section 2.18(b) and such procedures as the Administrative Agent may reasonably specify, at any time prior to the Existing Revolving Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the Extension Permitted Amendment, and any such replacement Lender shall for all purposes constitute an Extending Lender.

Extension Offers. (a) The Borrower may on one or more occasionsRepresentative may, by written notice to the Administrative AgentAgent from time to time, make one or more offers request an extension (each, an “Extension OfferExtension”) of the maturity date of Revolving Commitments (but specifically not including Swingline Loans) to all the Lenders extended maturity date specified in such notice. Such notice shall (i) set forth the amount of one the Revolving Commitments that will be subject to the Extension, provided that no Class of Extended Revolving Commitments shall be in an amount less than the lesser of (A) 75% of the then outstanding Revolving Commitments or more Classes (B) $10,000,000 (each Class subject to amount in clause (i) of this Section 2.21(a), the “Minimum Tranche Amount”), unless such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified Minimum Tranche Amount is waived by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) set forth the date on which such Extension Permitted Amendment is requested to become effective (which shall be not be less than 10 ten (10) Business Days nor more than 30 Business Days sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)). Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrowers. If the aggregate principal amount of Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments subject to the Extension Offer as set forth in the Extension notice, unless otherwise agreed then the Revolving Commitments of Lenders of the applicable Class shall be extended ratably up to by such maximum amount based on the Administrative Agent). Extension Permitted Amendments shall become effective only respective principal amounts with respect to the Loans and Commitments of the which such Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of have accepted such Extension Request Class as to which such Lender’s acceptance has been madeOffer. (b) An Extension Permitted Amendment The following shall be effected pursuant conditions precedent to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereofimmediately prior to and immediately after giving effect to such Extension, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Article III and in each other Loan Documents Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such dateExtension, except (iii) the Issuing Bank and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such representations Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and warranties specifically refer to an earlier date, in which case they (iv) the terms of such Extended Revolving Commitments shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be true determined by the Borrowers and correct the applicable extending Lenders and set forth in all material respects as an Extension Amendment; provided that (i) the final maturity date of such any Extended Revolving Commitment shall be no earlier datethan the Revolving Credit Maturity Date, and (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments, (iii) ▇▇▇▇▇ ▇ the Extended Revolving Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and the Borrower borrowers and guarantors of the Extended Revolving Commitments shall have delivered be the same as the Borrowers and Guarantors with respect to the existing Revolving Loans, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Revolving Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Borrowers and the applicable extending Lenders, (v) (A) the Extended Revolving Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Revolving Loans and (B) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Commitments, and participation in Letters of Credit and Swingline Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Commitments (other than upon the maturity of the non-extended Revolving Loans and Revolving Commitments) and (vi) the terms of the Extended Revolving Commitments shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) of this Section 2.21(c)). (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents documentation as shall reasonably be requested by the Administrative Agent in connection therewithshall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Agreement. Each Extension Agreement Amendment may, without the consent of any Lender other than the applicable Extending LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrowers, to give effect to implement the provisions terms of this Sectionany such Extension, including any amendments necessary to treat the applicable Loans and/or establish Extended Revolving Commitments of the Extending Lenders as a new “Class” Class or tranche of loans and/or Revolving Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of Revolving Exposure upon the expiration or termination of the commitments hereunderunder any Class or tranche), in each case on terms consistent with this Section.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans having a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans) and on the same terms to each such Lender, the Borrower may from time to time extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or more Classes fees payable in respect of such Term Loans (each Class subject to and related outstandings) and/or modifying the amortization schedule in respect of such an Extension OfferLender’s Term Loans) (each, an “Extension Request ClassExtension”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by , and each group of Term Loans as so extended, as well as the Administrative Agent and reasonably acceptable to original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the Borrower. Such notice shall set forth (i) tranche of Term Loans from which they were converted, so long as the following terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereofan Extension Offer is delivered to the Lenders, (ii) on except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the date of effectiveness thereof, the representations Borrower and warranties of each Loan Party set forth in the Loan Documents relevant Extension Offer), the Term Loans of any Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be true no earlier than the then latest Maturity Date hereunder and correct the amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the original applicable Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in all material respects any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on and as the face amount thereof), in respect of which Lenders or shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Lenders shall be true and correct extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in all material respects as respect of such earlier dateExtension shall be consistent with the foregoing, and (iiiviii) ▇▇▇▇▇ ▇ and any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension. (b) [Reserved]. (c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall have delivered not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Administrative Agent Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such legal opinions, board resolutions, secretaryExtension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s certificates, officer’s certificates sole discretion and other documents as shall reasonably may be requested waived by the Administrative Agent in connection therewithBorrower) of Term Loans (as applicable) of any or all applicable tranches be tendered. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of each Extension Agreement. Each Extension Agreement maydoubt, without the consent payment of any Lender interest, fees or premium in respect of any Extended Term Loans on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other than Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. (d) The Lenders hereby irrevocably authorize the applicable Extending Lenders, effect such Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent). (e) In connection with any Extension, the Borrower shall provide the Administrative Agent and the Collateral Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent and the Collateral Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent and the Collateral Agent, in each case acting reasonably to give effect to accomplish the provisions purposes of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.15.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all (and not fewer than all) the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment Amendments and (ii) the date on which such Extension Permitted Amendment is Amendments are requested to become effective (which shall not be less than 10 ten Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept (it being understood and agreed that any Lender that fails to respond to an Extension Offer shall be deemed to have rejected such Extension Offer) the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s 's Loans and Commitments of such Extension Request Class as to which such Lender’s 's acceptance has been made. With respect to all Extension Permitted Amendments consummated by the Borrower pursuant to this Section 2.21, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.10 and (ii) any Extension Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Extension Permitted Amendment, is required to be in a minimum amount of $25,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension Permitted Amendment that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower's sole discretion and which may be waived by the Borrower) of Commitments of any or all applicable Classes be extended. If the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Commitments (and related Loans) of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇the Parent, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, “Material Adverse Effect” or similar language, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, and (iii) ▇▇▇▇▇ ▇ the Parent and the Borrower shall have delivered delivered, or agreed to deliver by a date following the effectiveness of such Extension Permitted Amendment reasonably acceptable to the Administrative Agent, to the Administrative Agent such legal opinions, board resolutions, secretary’s 's certificates, officer’s 's certificates and other documents (including reaffirmation agreements, supplements and/or amendments to Mortgages or other Security Documents, in each case to the extent applicable) as shall reasonably be requested by the Administrative Agent in connection therewiththerewith and (iv) any applicable Minimum Extension Condition shall be satisfied (unless waived by the Borrower). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Accepting Lenders as a new “Class” Class of loans and/or commitments hereunder (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments); provided that (i) all Borrowings, all prepayments of Loans and all reductions of Commitments shall continue to be made on a ratable basis among all Lenders, based on the relative amounts of their Commitments (i.e., both extended and non-extended), until the repayment of the Loans attributable to the non-extended Commitments (and the termination of the non-extended Commitments) on the relevant Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan as between the Commitments of such new “Class” and the remaining Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Commitments has occurred (it being understood, however, that no reallocation of such exposure to extended Commitments shall occur on such Maturity Date if (1) any Default under clause (a), (b), (h) or (i) of Article VII exists at the time of such reallocation or (2) such reallocation would cause the revolving credit exposure of any Lender with a Commitment to exceeds its Commitment), (iii) the Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior written consent of each Issuing Bank and the Swingline Lender, as applicable and (iv) at no time shall there be more than three Classes of Commitments hereunder, unless otherwise agreed by the Administrative Agent. If the Aggregate Exposure exceeds the Aggregate Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Commitments while an extended Class of Commitments remains outstanding, the Borrower shall make such payments and provide such cash collateral as may be required by Section 2.10(b) to eliminate such excess on such Maturity Date. The Administrative Agent and the Lenders hereby acknowledge that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement are not intended to apply to the transactions effected pursuant to this Section 2.21.

Extension Offers. (a) The Borrower may on one or more occasionsmay, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all of the Lenders of one any Class of Term Loans or more Classes Revolving Commitments (each Class subject to such an Extension Offer, Offer being referred to as an “Extension Request Class”) ), on the same terms and conditions, and on a pro rata basis, to each Lender within any Extension Request Class, to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 5 Business Days nor or more than 30 60 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). No Lender shall be obligated to extend its Term Loans or Revolving Commitments unless it so agrees. Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender▇▇▇▇▇▇’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. Any Extended Loans or Extended Commitments shall constitute a separate Class of Loans or Commitments from the Extension Request Class from which they were converted and, in the event any Extended Term Loans have the same terms as any existing Class of Term Loans then outstanding or any Incremental Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), such Extended Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Term Loans or such Incremental Term Loans, and the scheduled Term Loan amortization amount set forth in Section 2.09(a) with respect to any such Class of Term Loans may be increased to reflect scheduled amortization of such Extended Term Loans. Unless otherwise agreed to by the Administrative Agent each Extension Offer shall be in a minimum principal amount (to be specified in the relevant Extension Offer) for the applicable Class to be extended of (A) $100,000,000 with respect to Term Loans and (B) $50,000,000 with respect to Revolving Commitments (in each case, or, if less, the remaining amount of such Class); provided that, the Borrower may, at their option and subject to their right to waive any such condition in its sole discretion, further specify as a condition to the effectiveness of any Extension Amendment that a higher minimum amount, as specified in the Extension Offer, of Loans and Commitments of the Extension Request Class consent thereto. The Borrower may amend, revoke or replace any Extension Offer at any time prior to the effectiveness of the applicable Extension Agreement. In connection with any Extension Offer, the Borrower 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 2.23. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower Parties shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates certificates, reaffirmation agreements and other documents (consistent (to the extent applicable) in all material respects with the corresponding documents delivered under Section 4.01 on the Closing Date) as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.23, including (i) a reduction to the scheduled Term Loan amortization amount required pursuant to Section 2.09(a) with respect to Loans of the Extension Request Class to reflect the treatment of the Extended Loans as a new Class of Loans (it being understood that the amount of any scheduled amortization payable to any non-Extending Lender with respect to its Loans of the Extension Request Class shall not be reduced as a result thereof) and (ii) any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderhereunder (including for purposes of prepayments and voting) (it being agreed that such new Class of Loans may be included in the definitions of “Required Lenders” and, as applicable, “Required Facility Lenders” and may be afforded Class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 9.02); provided that, in the case of any Extension Offer relating to Revolving Commitments or Revolving Loans, (A) the borrowing and repayment (except for repayments required upon the maturity and repayments made in connection with a permanent repayment and termination of the applicable Commitments) of Loans under the Commitments of such new Class and the remaining Revolving Commitments shall be made on a ratable basis as between the Commitments of such new Class and the remaining Revolving Commitments, (B) the allocation of the participation exposure with respect to any then-existing or subsequently issued Letter of Credit or Swingline Loan as between the Commitments of such new Class and the remaining Revolving Commitments shall be made on a ratable basis as between the Commitments of such new Class and the remaining Revolving Commitments (and the applicable Extension Agreement shall contain reallocation and cash collateralization provisions, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, with respect to Letters of Credit and Swingline Loans outstanding on the Maturity Date for Revolving Loans) and (C) the Availability Period and the Maturity Date for Revolving Loans, as such terms are used in reference to Letters of Credit of the Issuing Bank or to Swingline Loans, may not be extended without the prior written consent of the Issuing Bank or the Swingline Lender, as the case may be.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (on the same terms and conditions, and on a pro rata basis, to each Class subject to such an Extension OfferLender, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 five Business Days nor or more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Revolving Loans and Revolving Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such LenderL▇▇▇▇▇’s Revolving Loans and Revolving Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. The Extension Offer shall not be required to be in any minimum amount or any minimum increment, provided that the Borrower may, at its option and subject to its right to waive any such condition in its sole discretion, specify as a condition to the effectiveness of any Extension Permitted Amendment that a minimum amount, as specified in the Extension Offer, of Revolving Loans and Revolving Commitments be extended. The Borrower may amend, revoke or replace any Extension Offer at any time prior to the effectiveness of the applicable Extension Agreement. In connection with any Extension Offer, the Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.25. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇Holdings, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates certificates, reaffirmation agreements and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Administrative Agent in connection therewiththerewith and (ii) concurrently with the effectiveness thereof, (1) the Commitment of each Lender that is not an Extending Lender shall terminate and (2) each Lender that is not an Extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, participations in drawings under Letters of Credit in Swing Line Loans and Protective Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Borrower, to give effect to the provisions of this SectionSection 2.25 provided that the Revolving Commitment Period and the Revolving Maturity Date, including as such terms are used in reference to Letters of Credit of any amendments necessary Issuing Bank or to treat Swing Line Loans, may not be extended without the applicable Loans and/or Commitments prior written consent of such Issuing Bank or the Extending Lenders Swing Line Lender, as a new “Class” of loans and/or commitments hereunderthe case may be.

Extension Offers. (a) The Term Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (Term Lenders, on the same terms and conditions to each Class subject to such an Extension OfferTerm Lender, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Term Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Term Loans and Term Commitments of the Term Lenders of the Extension Request Class that accept the applicable Extension Offer (such Term Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Term Lender’s Term Loans and Term Commitments of such Extension Request Class as to which such Term Lender’s acceptance has been made. (b) . An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇the Parent, the Term Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party conditions set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Credit Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all the Lenders of one Term Loans with a like maturity date or more Classes Revolving Loans Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each Class subject such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such an Extension OfferOffers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Loan Commitments and otherwise modify the terms of such Term Loans and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Loan Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension Request ClassExtension,” and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended (any such commitment so extended, an “Extended Revolving Loan Commitment”), as well as the original Term Loans and the original Revolving Loan Commitments (in each case not so extended), being a “Facility”; any Extended Term Loans shall constitute a separate Term Loan Facility (an “Extended Term Loan Facility”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by from the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions portion of the requested Extension Permitted Amendment applicable Term Loan Facility not being extended, and any Extended Revolving Loan Commitments shall constitute a separate Revolving Loan Facility (iian “Extended Revolving Loan Facility”) from the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments portion of the Lenders of Revolving Loan Facility not being extended), so long as the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereofan Extension Offer is delivered to the Lenders, (ii) on the date of effectiveness thereofexcept as to interest rates, the representations fees and warranties of each Loan Party final maturity (which shall be determined by GWI and set forth in the relevant Extension Offer), the Revolving Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent Commitment of any Lender other than that agrees to an Extension with respect to such Revolving Loan Commitment (an “Extending Revolving Loan Lender”) extended pursuant to an Extension (an “Extended Revolving Loan”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Loan Commitments after the applicable Extending LendersExtension shall be made on a pro rata basis with all other Revolving Loan Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect (2) subject to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder§§2.7.6 and 5.

Extension Offers. (a) The Borrower may on one or more occasionsmay, by written notice to the Administrative AgentAgent from time to time, make one or more offers (each, an a “Revolving Extension Offer”) to all the Revolving-1 Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment Amendments and (ii) the date on which such Extension Permitted Amendment is Amendments are requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Any extension of a maturity date or change in the pricing pursuant to a Permitted Amendments Amendment shall become effective only with respect to the Revolving Loans and Revolving Commitments of the Revolving-1 Lenders of the Extension Request Class that accept the applicable Revolving Extension Offer (such the “Accepting Revolving Lenders”), and to the extent applicable, the “Extending Lenders”) and, then existing Revolving-2 Lenders in the case of any Extending Lender, only with respect increase in pricing effected pursuant to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been madethe applicable Permitted Amendment. (b) An Extension Permitted Amendment The Borrower and each Accepting Revolving Lender shall be effected pursuant to an Extension Agreement executed execute and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered deliver to the Administrative Agent a Revolving Extension Agreement (which may take the form of an amendment and restatement of this Agreement so long as no modifications are made that would otherwise be prohibited by Section 9.02 without obtaining the vote of any other Class, Subfacility or other group of Lenders) and such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents documentation as shall reasonably be requested by the Administrative Agent in connection therewithshall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Revolving Extension Agreement. Each Extension Agreement may, without The Lenders hereby irrevocably authorize the consent of any Lender other than the applicable Extending Lenders, effect such Administrative Agent to enter into technical amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in advisable to effectuate the opinion of transactions contemplated by the Permitted Amendments (including amendments to Section 2.13 hereof if deemed advisable by the Administrative Agent, to give effect to the provisions of this Section, including and any other amendments necessary to treat the applicable Revolving Loans and/or and Revolving Commitments of the Extending Accepting Revolving Lenders as Extended Revolving Loans and/or Extended Revolving Commitments, including, without limitation, to include appropriately the Accepting Revolving Lenders in any determination of Requisite Lenders and Requisite Revolving Lenders, and to incorporate appropriately any Extended Revolving Loans into the definition of Subfacility, the provisions of Article II or other similar provisions). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 2.22 unless the Administrative Agent shall have received legal opinions, a new certificate of an Authorized Officer, board resolutions and such other corporate documents as the Administrative Agent may request, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) The Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Class” Term Loan Modification Offer”) to all the Initial Term-1 Lenders and/or one or more Subfacilities or Classes of loans and/or commitments hereunderIncremental Term Loans to make one or more Permitted Amendments pursuant to procedures specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendments and (ii) the date on which such Permitted Amendments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice). Permitted Amendments shall become effective only with respect to the Term Loans of the Lenders that accept the applicable Term Loan Modification Offer (such Lenders, the “Accepting Term Lenders”), and to the extent applicable, the then existing Initial Term-2 Lenders in the case of any increase in pricing effected pursuant to the applicable Permitted Amendment. (d) The Borrower and each Accepting Term Lender shall execute and deliver to the Administrative Agent a Term Loan Modification Agreement (which may take the form of an amendment and restatement of this agreement so long as no modifications are made that would otherwise be prohibited by Section 9.02 without obtaining the vote of any other class, Subfacility or other group of Lenders) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Term Loan Modification Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into technical amendments to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the transactions contemplated by the Permitted Amendments (including amendments to Section 2.13 hereof if deemed advisable by the Administrative Agent, and any other amendments necessary to treat the Term Loans and of the Accepting Term Lenders as Extended Term Loans, including, without limitation, to include appropriately the Accepting Term Lenders in any determination of Requisite Lenders, and to incorporate appropriately any Extended Term Loans into the definition of Subfacility, the provisions of Article II or other similar provisions). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 2.22 unless the Administrative Agent shall have received legal opinions, a certificate of an Authorized Officer, board resolutions and such other corporate documents as the Administrative Agent may request, in each case in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders, with respect to any matter contemplated by this Section 2.22 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any extension of a maturity date pursuant to this Section, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) each Security Document that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date after giving effect to any Permitted Amendment (or such later date as may be advised by counsel to the Administrative Agent).

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Credit Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all the Lenders of one Term Loans with a like maturity date or more Classes Revolving Loans Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each Class subject such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such an Extension OfferOffers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Loan Commitments and otherwise modify the terms of such Term Loans and/or Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Loan Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension Request ClassExtension”, and each group of Term Loans or Revolving Loan Commitments, as applicable, in each case as so extended (any such commitment so extended, an “Extended Revolving Loan Commitment”), as well as the original Term Loans and the original Revolving Loan Commitments (in each case not so extended), being a “Facility”; any Extended Term Loans shall constitute a separate Term Loan Facility (an “Extended Term Loan Facility”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by from the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions portion of the requested Extension Permitted Amendment applicable Term Loan Facility not being extended, and any Extended Revolving Loan Commitments shall constitute a separate Revolving Loan Facility (iian “Extended Revolving Loan Facility”) from the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments portion of the Lenders of Revolving Loan Facility not being extended), so long as the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereofan Extension Offer is delivered to the Lenders, (ii) on the date of effectiveness thereofexcept as to interest rates, the representations fees and warranties of each Loan Party final maturity (which shall be determined by GWI and set forth in the relevant Extension Offer), the Revolving Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent Commitment of any Lender other than that agrees to an Extension with respect to such Revolving Loan Commitment (an “Extending Revolving Loan Lender”) extended pursuant to an Extension (an “Extended Revolving Loan”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Loan Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Loan Commitments after the applicable Extending LendersExtension shall be made on a pro rata basis with all other Revolving Loan Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect (2) subject to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder§§2.7.6 and 5.

Extension Offers. (a) The Borrower Borrowers may on one at any time and from time to time request that all or more occasionsa portion of the Commitments of any Class, by written notice to existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.10. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Administrative Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of one the applicable Class of Existing Commitments and which such request shall be offered ratably to all Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be extended (the “Specified Existing Commitment Class”) except that (i) all or more Classes any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (ii) (A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (iii) (A) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class; provided that, notwithstanding anything to the contrary in this Section 2.10 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 9.04 and (3) subject to the applicable limitations set forth in Section 2.09, permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrowers and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Existing Class converted into Extended Loans or Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date). (a) The Administrative Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.10. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments (or any earlier Extended Commitments) of an Existing Class subject to such an Extension Offer, Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Request ClassElection”) to make one on or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable prior to the Borrower. Such notice shall set forth (i) the terms and conditions date specified in such Extension Request of the requested Extension Permitted Amendment and amount of its Commitments (iiand/or any earlier Extended Commitments) the date on which such Extension Permitted Amendment is requested it has elected to become effective convert into Extended Commitments (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Commitments (and any earlier Extended Commitments) subject to Extension Permitted Amendments shall become effective only with respect Elections exceeds the amount of Extended Commitments requested pursuant to the Loans Extension Request, Commitments and (and any earlier Extended Commitments) subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments (and any earlier Extended Commitments) included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Existing Commitments of the Lenders Specified Existing Commitment Class for purposes of the Extension Request Class obligations of a Lender in respect of Letters of Credit under Section 2.06 and Swingline Loans under Section 2.05, except that accept the applicable Extension Offer Amendment may provide that the Maturity Date for Swingline Loans and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the applicable Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such Lendersextensions (it being understood that notwithstanding anything to the contrary set forth in Section 9.02, no consent of any other Lender shall be required in connection with any such extension). Any Lender that elects in its sole discretion not to become an Extending Lender shall cease to be a Lender hereunder and shall no longer have any Commitments, other obligations or rights (other than such L▇▇▇▇▇’s rights to indemnification under the “Extending Lenders”Loan Documents which shall continue to remain in effect after such time as set forth in this Agreement) andhereunder, in each case as of the case applicable Maturity Date, so long as each such Lender has received payment in full in respect of any Extending Lender, only with respect to such Lender’s Loans its Applicable Percentage of all outstanding Obligations that are then due and Commitments owing as of such Extension Request Class as to which such Lender’s acceptance has been madeapplicable Maturity Date. (b) An Extension Permitted Amendment Extended Commitments shall be effected established pursuant to an amendment (an “Extension Amendment”) to this Agreement executed and delivered by ▇▇▇▇▇ ▇(which, notwithstanding anything to the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party contrary set forth in the Loan Documents Section 9.02, shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without not require the consent of any Lender other than the applicable Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. It is understood and agreed that each Lender hereunder has consented, effect such amendments and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.10 and the arrangements described above in connection therewith. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $500,000,000. Notwithstanding anything to the contrary in this Section 2.10(c) and without limiting the generality or applicability of Section 9.04 to any Section 2.10 Additional Amendments (as defined below), any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.10 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.10 Additional Amendments are within the requirements of Section 2.10(a) and do not become effective prior to the time that such Section 2.10 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Loans provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be necessary or appropriaterequired in order for such Section 2.10 Additional Amendments to become effective in accordance with Section 9.04. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) on any date on which any Class of Existing Commitments is converted to extend the related scheduled maturity date(s) in accordance with Section 2.10 above (an “Extension Date”), in the opinion case of the Administrative AgentExisting Commitments of each Extending Lender under any Specified Existing Commitment Class, to give effect the aggregate principal amount of such Existing Commitments shall be deemed reduced by an amount equal to the provisions aggregate principal amount of Extended Commitments so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Class of revolving credit commitments from the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date) and (ii) if, on any Extension Date, any Existing Loans of any Extending Lender are outstanding under the Specified Existing Commitment Class, such Existing Loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) in the same proportion as such Extending Lender’s Specified Existing Commitments to Extended Commitments. (d) No exchange of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.10 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderAgreement.

Extension Offers. (a) The U.S. Borrower may may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) ), in each case to extend the final maturity date of such Lenders’ respective Loans and Commitments to a later maturity date and to make one or more other Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the U.S. Borrower. Such notice Extension Offer shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) Amendments, the date on which such the Extension Permitted Amendment Agreement (as defined below) is requested to become effective (which shall not be less than 10 ten Business Days nor more than 30 Business Days after the date of the applicable Extension Offer) and such notice, unless otherwise agreed other principal terms on which the U.S. Borrower proposes to by enter into the Administrative Agent)Extension Agreement. Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as Class. No Lender shall have any obligation to which accept any such Lender’s acceptance has been madeExtension Offer. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the The U.S. Borrower, each applicable Extending Accepting Lender and the Administrative AgentAgent shall execute and deliver an amendment agreement (the “Extension Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension Permitted Amendments and the terms and conditions thereof and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender; provided that no Extension Permitted Amendment Agreement may alter the rights of any Lender (other than the applicable Accepting Lenders) in any manner that would not be permitted under Section 9.08 without the consent of such Lender unless such consent shall have been obtained. Notwithstanding the foregoing, no Extension Agreement shall become effective unless (i) no Default both before and after giving effect to the effectiveness of such Extension Agreement, each of the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Borrowing” or Event similar language in Section 4.02 shall be deemed to refer to the date of Default such effectiveness), and the Administrative Agent shall have occurred and be continuing on received a certificate of a Responsible Officer of the U.S. Borrower, dated as of the date of effectiveness thereofof such Extension Agreement, confirming compliance with such conditions, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such shall have received all legal opinions, board resolutions, secretary’s certificates, officer’s documents and certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. consistent with those delivered pursuant to Section 4.01 on the Restatement Effective Date and (iii) such other conditions as the parties to the Extension Agreement have agreed shall have been satisfied. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each an Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that, in the case of any Extension Offer relating to Revolving Credit Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Bank and each applicable Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan under the applicable Facility as between the commitments of such new “Class” and the remaining Revolving Credit Commitments under the applicable Facility shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Credit Commitments under such Facility and (ii) the Availability Period and the Revolving Credit Maturity Date, as such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior written consent of each applicable Issuing Bank and the Swingline Lender, as applicable.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all of the Term Lenders or all of the Revolving Lenders of one or more Classes on a pro rata basis (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 five (5) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only (i) with respect to the Term Loans and Commitments of the Term Lenders of the Extension Request Class that accept the applicable Extension Offer (such Term Lenders, the “Extending Term Lenders”) and, in the case of any Extending Term Lender, only with respect to such Lender’s Term Loans and Commitments of such Extension Request Class as to which such Term Lender’s acceptance has been made, and (ii) with respect to the Revolving Loans of the Revolving Lenders of the Extension Request Class that accept the applicable Extension Offer (such Revolving Lenders, the “Extending Revolving Lenders”) and, in the case of any Extending Revolving Lender, only with respect to such Lender’s Revolving Loans of such Extension Request Class as to which such Revolving Lender’s acceptance has been made. (ba) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Term Lender or Extending Revolving Lender, and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates certificates, reaffirmation agreements and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Term Lender and Revolving Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Notwithstanding anything to the contrary in this Agreement, the Borrower may on one or more occasions, by written notice at any time and from time to the Administrative Agent, make one or more offers time request (eacheach such request, an “Extension Offer”) to that all or a portion of the Lenders Commitments of one or more Classes Tranches existing at the time of such request (each, an “Existing Tranche”, and the Commitments of such Existing Tranche, the “Existing Commitments”), in each Class case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended or modified, an “Extended Tranche”, and the Commitments of such Extended Tranches, the “Extended Commitments”), and any Extended Commitments shall constitute a separate Tranche of Commitments from the Tranche of Commitments from which they were converted, so long as the following terms are satisfied: (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Commitments with a like maturity date (whether under one or more Tranches); (ii) except as to final maturity date and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii)‎(iii) and (v)‎(v), be determined by the Borrower and set forth in the relevant Extension Offer), the Extended Commitments shall have substantially the same terms as the applicable Existing Tranche subject to such an Extension Offer, (iii) the final maturity date of any Extended Commitments shall be no earlier than the then Latest Maturity Date of the applicable Existing Tranche from which the Extended Commitments are being converted, (iv) [reserved,] (v) any Extended Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) with the applicable Existing Tranche in any voluntary prepayments hereunder, in each case as specified in the respective Extension Offer, (vi) if the aggregate principal amount of Commitments (calculated on the face amount thereof), in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of such Tranche of Existing Commitments offered to be extended by the Borrower pursuant to such Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which then such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date Commitments of such notice, unless otherwise agreed Lenders shall be extended ratably up to by such maximum amount based on the Administrative Agent). Extension Permitted Amendments shall become effective only respective principal amounts (but not to exceed actual holdings of record) with respect to the Loans and Commitments of the which such Lenders of the have accepted such Extension Request Class that accept the applicable Extension Offer Offer, (such Lenders, the “Extending Lenders”vii) and, all documentation in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. For the avoidance of doubt, no Lender shall be required to which such Lender’s acceptance has been madeparticipate in any Extension. (b) An Extension Permitted Amendment shall be effected With respect to all extensions of Commitments consummated by the Borrower pursuant to this Section 2.15‎2.15 (each, an “Extension”), (i) such Extensions shall not constitute voluntary or mandatory prepayments for purposes of Section 2.05‎2.05 and (ii) no Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative AgentOffer is required to be in any minimum amount or any minimum increment; provided that no the Borrower may at its election specify as a condition (a “Minimum Extension Permitted Amendment shall become effective unless Condition”) to consummating any such Extension that a minimum amount (ito be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) no Default of Existing Commitments of any or Event all applicable Tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15‎2.15 (including, for the avoidance of Default shall have occurred and doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other Loan Documents shall be true and correct in all material respects on and as of Document that may otherwise prohibit any such 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 earlier date, and Extension or any other transaction contemplated by this Section 2.15‎2.15. (iiic) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to The Lenders hereby irrevocably authorize the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Collateral Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Tranches or sub-Tranches in respect of Extended Commitments and such amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Tranches or sub-Tranches, in each case on terms consistent with this Section 2.15‎2.15. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent and the Collateral Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent and the Collateral Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent and the Collateral Agent, in each case acting reasonably to give effect to accomplish the provisions purposes of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.Section 2.15

Extension Offers. (a) The Borrower Borrowers may on one at any time and from time to time request that all or more occasionsa portion of the Commitments or Loans of any Class, by written notice to in each case existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” or an “Existing Loan”, as applicable) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans (any Commitments which have been so extended, “Extended Commitments”, and any Loans which have been so extended, “Extended Loans”) and to provide for other terms consistent with this Section 2.14. Prior to entering into any Extension Amendment (as defined below) with respect to any Extended Commitments or Extended Loans, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders in respect of the applicable Existing Commitments and/or Existing Loans and which such request shall be offered equally to all the Lenders of one or more Classes such Lenders) (each Class subject to such an Extension Offer, an “Extension Request Request”) setting forth the proposed terms of the Extended Commitments and/or Extended Loans to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments and/or Existing Loans from which they are to be extended (the “Specified Existing Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth except that (i) the terms and conditions all or any of the requested Extension Permitted Amendment and final maturity dates of such Extended Commitments and/or Extended Loans may be delayed to later dates than the final maturity dates of the Existing Commitments and/or Existing Loans of the Specified Existing Class, (iiii)(x) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such noticeinterest rates, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments and/or Extended Loans and may be different from those for the Existing Commitments and/or Existing Loans of the Specified Existing Class and/or (y) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments and/or Extended Loans in addition to or in lieu of any of the Extension Request Class that accept items contemplated by the applicable Extension Offer preceding clause (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier datex), and (iii) ▇▇▇▇▇ ▇ the Extension Amendment may provide for other covenants and terms that apply to any period after the Borrower shall have delivered Maturity Date in respect of the Specified Existing Class (as such date is set forth on the date of any determination); provided that, notwithstanding anything to the Administrative Agent such legal opinionscontrary in this Section 2.14 or otherwise, board resolutions, secretary’s certificates, officer’s certificates (A) the borrowing and other documents repayment of the Extended Loans shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Class (the mechanics for which may be implemented through the applicable Extension Amendment (as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as defined below) and may include technical changes related to the effectiveness borrowing and replacement procedures of each Extension Agreement. Each Extension Agreement maythe Specified Existing Class), without except with respect to any such repayment of the consent Existing Loans of any Lender other than the Specified Existing Class on the applicable Extending LendersMaturity Date in respect thereof, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.and

Extension Offers. (a) The Subject to the terms of this Section 2.19, the Lead Borrower may on one or more occasionsoccasions when no Event of Default exists, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders Lenders, on equal terms to each Lender, with respect to all or a portion of one or more Classes the Commitments (each Class subject to such an Extension Offer, an the “Extension Request ClassExisting Commitments”) and/or Loans (the “Existing Loans”), together with any related outstandings, to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Lead Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 ten Business Days nor or more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Existing Loans and Existing Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An . The Extension Permitted Amendment Offer shall not be effected pursuant required to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇be in any minimum amount or any minimum increment, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred the Lead Borrower may, at its option and be continuing on the date of effectiveness thereofsubject to its right to waive any such condition in its sole discretion, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and specify as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as a condition to the effectiveness of each any Extension Permitted Amendment that a minimum amount, as specified in the Extension Offer, of Loans and Commitments be extended. The Lead Borrower may amend, revoke or replace any Extension Offer at any time prior to the effectiveness of the applicable Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

Extension Offers. (a) The Borrower may on one at any time and from time to time request that all or more occasionsa portion of the Commitments of any Class, by written notice to existing at the Administrative Agent, make one or more offers time of such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”) ; each Existing Commitment and related Existing Loans together being referred to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, as an “Extension Request Existing Class”) be converted to make one extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or more a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so Extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.17. Prior to entering into any Extension Permitted Amendments pursuant Amendment with respect to procedures reasonably specified by any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent and reasonably acceptable to the Borrower. Such notice (who shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date provide a copy of such notice, unless otherwise agreed notice to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments each of the Lenders of the applicable Class of Existing Commitments and which such request shall be offered equally to all Lenders under such Class) (an “Extension Request Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be Extended (the “Specified Existing Commitment Class”), except that (w) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (y) (1) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (2) the Extension Amendment may provide for other covenants and terms that accept apply to any period after the Latest Maturity Date in effect at such time; provided that, notwithstanding anything to the contrary in this Section 2.17 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Offer Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (such Lenders2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 13.6 and (3) subject to the applicable limitations set forth in Section 4.2, the “Extending Lenders”) and, permanent repayments of Extended Loans (and corresponding permanent reduction in the case related Extended Commitments) shall be permitted as may be agreed upon between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Extending Lender, only with respect Existing Class converted into Extended Loans or Extended Commitments pursuant to such Lender’s Loans and any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such Extension Request Class as to which such Lender’s acceptance has been madedate). (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the The Borrower shall have delivered to provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent may determine in connection therewith. The Administrative Agent shall promptly notify each Lender as its reasonable discretion) prior to the effectiveness of each Extension Agreement. Each Extension Agreement maydate on which Lenders under the Existing Class are requested to respond, without the consent of any Lender other than the applicable Extending Lendersand shall agree to such procedures, effect such amendments to this Agreement and the other Loan Documents if any, as may be necessary established by, or appropriateacceptable to, in the opinion of the Administrative Agent, in each case acting reasonably, to give effect to accomplish the provisions purpose of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.

Extension Offers. The Borrower may at any time and from time to time request that all or a portion of the Commitments of any Class, existing at the time of such request (each, an “Existing Commitment” and any related Loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.10. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Commitments and which such request shall be offered ratably to all Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be extended (the “Specified Existing Commitment Class”) except that (i) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (ii) (A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (iii) (A) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class; provided that, notwithstanding anything to the contrary in this Section 2.10 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 9.04 and (3) subject to the applicable limitations set forth in Section 2.09, permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Existing Class converted into Extended Loans or Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date). (a) The Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on one which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or more occasionsacceptable to, by written notice to the Administrative Agent, make one or more offers in each case acting reasonably, to accomplish the purpose of this Section 2.10. Any Lender (each, an “Extension OfferExtending Lender”) wishing to have all the Lenders or a portion of one its Commitments (or more Classes (each any earlier Extended Commitments) of an Existing Class subject to such an Extension Offer, Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Request ClassElection”) to make one on or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable prior to the Borrower. Such notice shall set forth (i) the terms and conditions date specified in such Extension Request of the requested Extension Permitted Amendment and amount of its Commitments (iiand/or any earlier Extended Commitments) the date on which such Extension Permitted Amendment is requested it has elected to become effective convert into Extended Commitments (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Commitments (and any earlier Extended Commitments) subject to Extension Permitted Amendments shall become effective only with respect Elections exceeds the amount of Extended Commitments requested pursuant to the Loans Extension Request, Commitments and (and any earlier Extended Commitments) subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments (and any earlier Extended Commitments) included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Existing Commitments of the Lenders Specified Existing Commitment Class for purposes of the Extension Request Class obligations of a Lender in respect of Letters of Credit under Section 2.06 and Swingline Loans under Section 2.05, except that accept the applicable Extension Offer Amendment may provide that the Maturity Date for Swingline Loans and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the applicable Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such Lendersextensions (it being understood that notwithstanding anything to the contrary set forth in Section 9.02, no consent of any other Lender shall be required in connection with any such extension). Any Lender that elects in its sole discretion not to become an Extending Lender shall cease to be a Lender hereunder and shall no longer have any Commitments, other obligations or rights (other than such ▇▇▇▇▇▇’s rights to indemnification under the “Extending Lenders”Loan Documents which shall continue to remain in effect after such time as set forth in this Agreement) andhereunder, in each case as of the case applicable Maturity Date, so long as each such Lender has received payment in full in respect of any Extending Lender, only with respect to such Lender’s Loans its Applicable Percentage of all outstanding Obligations that are then due and Commitments owing as of such Extension Request Class as to which such Lender’s acceptance has been madeapplicable Maturity Date. (b) An Extension Permitted Amendment Extended Commitments shall be effected established pursuant to an amendment (an “Extension Amendment”) to this Agreement executed and delivered by ▇▇▇▇▇ ▇(which, notwithstanding anything to the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party contrary set forth in the Loan Documents Section 9.02, shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without not require the consent of any Lender other than the applicable Extending Lenders with respect to the Extended Commitments established thereby except to the extent such Extension Amendment modifies any such Lender’s rights, interests and/or obligations hereunder (provided that any changes being within the requirements of the first paragraph of Section 2.10 and not expressly affecting any Lenders other the Extending Lenders shall not be deemed a modification of rights, interests and/or obligations of any Lender that is not an Extending Lender)) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. It is understood and agreed that each Lender hereunder has consented, effect such amendments and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.10 and the arrangements described above in connection therewith, except to the extent any Extension Amendment modifies any such ▇▇▇▇▇▇’s rights, interests and/or obligations hereunder (provided that any modifications set forth in the Extension Amendment that are within the requirements of the first paragraph of Section 2.10 and do not expressly affect any Lenders other than the Extending Lenders shall not be deemed a modification of rights, interests and/or obligations of any Lender that is not an Extending Lender), but, for the avoidance of doubt, no Lender shall be an Extending Lender without its consent in accordance with this Section 2.10 and the arrangements described above in connection therewith. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $250,000,000. Notwithstanding anything to the contrary in this Section 2.10(b) and without limiting the generality or applicability of Section 9.02 to any Section 2.10 Additional Amendments (as defined below), any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.10 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.10 Additional Amendments are within the requirements of Section 2.10(a) and do not become effective prior to the time that such Section 2.10 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Loans provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be necessary or appropriaterequired in order for such Section 2.10 Additional Amendments to become effective in accordance with Section 9.04. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) on any date on which any Class of Existing Commitments is converted to extend the related scheduled maturity date(s) in accordance with this Section 2.10 above (an “Extension Date”), in the opinion case of the Administrative AgentExisting Commitments of each Extending Lender under any Specified Existing Commitment Class, to give effect the aggregate principal amount of such Existing Commitments shall be deemed reduced by an amount equal to the provisions aggregate principal amount of Extended Commitments so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Class of revolving credit commitments from the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date) and (ii) if, on any Extension Date, any Existing Loans of any Extending Lender are outstanding under the Specified Existing Commitment Class, such Existing Loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) in the same proportion as such Extending Lender’s Specified Existing Commitments to Extended Commitments. (d) No exchange of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.10 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderAgreement.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender▇▇▇▇▇▇’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇Level 3, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such 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 earlier date, and (iii) ▇▇▇▇▇ ▇ Level 3 and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder. (c) Notwithstanding anything to the contrary in this Agreement: (1) this Section 2.14 is for the benefit of the Borrower and shall be applicable to a transaction only at the Borrower’s express election (provided the requirements of this Section 2.14 are otherwise met); and (2) the Transaction Support Agreement Transactions were not implemented pursuant to this Section 2.14 and this Section 2.14 does not and will not apply to the Transaction Support Agreement Transactions.

Extension Offers. (a) The Borrower may on one or more occasionsRepresentative may, by written notice to the Administrative AgentAgent from time to time, make one or more offers request an extension (each, an “Extension Offer”"Extension") of the maturity date of Revolving Commitments (but specifically not including Swingline Loans) to all the Lenders extended maturity date specified in such notice. Such notice shall (i) set forth the amount of one the Revolving Commitments that will be subject to the Extension, provided that no Class of Extended Revolving Commitments shall be in an amount less than the lesser of (A) 75% of the then outstanding Revolving Commitments or more Classes (B) $10,000,000 (each Class subject to amount in clause (i) of this Section 2.21(a), the "Minimum Tranche Amount"), unless such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified Minimum Tranche Amount is waived by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) set forth the date on which such Extension Permitted Amendment is requested to become effective (which shall be not be less than 10 ten (10) Business Days nor more than 30 Business Days sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)). Each Lender of the applicable Class shall be offered (an "Extension Offer") an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrowers. If the aggregate principal amount of Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments subject to the Extension Offer as set forth in the Extension notice, unless otherwise agreed then the Revolving Commitments of Lenders of the applicable Class shall be extended ratably up to by such maximum amount based on the Administrative Agent). Extension Permitted Amendments shall become effective only respective principal amounts with respect to the Loans and Commitments of the which such Lenders of the have accepted such Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case Offer. The election of any Extending Lender, only with respect Lender to such Lender’s Loans and Commitments of agree to participate in such Extension Request Class as shall not obligate any other Lender to which such Lender’s acceptance has been madeso agree. (b) An Extension Permitted Amendment The following shall be effected pursuant conditions precedent to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereofimmediately prior to and immediately after giving effect to such Extension, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Article III and in each other Loan Documents Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such dateExtension, except (iii) the Issuing Bank and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such representations Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and warranties specifically refer to an earlier date, in which case they (iv) the terms of such Extended Revolving Commitments shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be true determined by the Borrowers and correct the applicable extending Lenders and set forth in all material respects as an Extension Amendment; provided that (i) the final maturity date of such any Extended Revolving Commitment shall be no earlier datethan the Revolving Credit Maturity Date, and (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments, (iii) ▇▇▇▇▇ ▇ the Extended Revolving Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and the Borrower borrowers and guarantors of the Extended Revolving Commitments shall have delivered be the same as the Borrowers and Guarantors with respect to the existing Revolving Loans, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Revolving Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Borrowers and the applicable extending Lenders, (v) (A) the Extended Revolving Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Revolving Loans and (B) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Commitments, and participation in Letters of Credit and Swingline Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Commitments (other than upon the maturity of the non-extended Revolving Loans and Revolving Commitments) and (vi) the terms of the Extended Revolving Commitments shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) of this Section 2.21(c)). (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents documentation as shall reasonably be requested by the Administrative Agent in connection therewithshall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Agreement. Each Extension Agreement Amendment may, without the consent of any Lender other than the applicable Extending LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrowers, to give effect to implement the provisions terms of this Sectionany such Extension, including any amendments necessary to treat the applicable Loans and/or establish Extended Revolving Commitments of the Extending Lenders as a new “Class” Class or tranche of loans and/or Revolving Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of Revolving Exposure upon the expiration or termination of the commitments hereunderunder any Class or tranche), in each case on terms consistent with this Section.

Extension Offers. (a) The Borrower may on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all the Lenders of one Term Loans with a like Maturity Date or more Classes Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with the same Maturity Date, as the case may be) and on the same terms to each Class subject such Lender, the Borrower may from time to time extend the maturity date of any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such an Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension OfferOffer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension Request ClassExtension”) to make one , and each group of Term Loans or more Extension Permitted Amendments pursuant to procedures reasonably specified by Revolving Credit Commitments, as applicable, in each case as so extended, as well as the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the Lenders tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the Extension Request Class that accept tranche of Revolving Credit Commitments from which they were converted), so long as the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made.following terms are satisfied: (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by ▇▇▇▇▇ ▇, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on at the date time the offering document in respect of effectiveness thereof, an Extension Offer is delivered to the Lenders, (ii) on the date of effectiveness thereofexcept as to interest rates, fees and final maturity, the representations Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and warranties the related outstandings (the “Extended Revolving Loans”), shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of each Loan Party Sections 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates, (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the Loan Documents relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iv) the final maturity date of any Extended Term Loans shall be true no earlier than the then latest Maturity Date hereunder and correct the amortization schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the original Maturity Date with respect to the Term Facility may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in all material respects any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on and the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such dateTerm Lenders or Revolving Credit Lenders, except to as the extent that such representations and warranties specifically refer to an earlier datecase may be, in which case they shall be true and correct extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in all material respects as respect of such earlier dateExtension shall be consistent with the foregoing, and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension. (b) [Reserved]. (c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (iiiii) ▇▇▇▇▇ ▇ and no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower shall have delivered may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the Administrative Agent such legal opinions, board resolutions, secretaryrelevant Extension Offer in the Borrower’s certificates, officer’s certificates sole discretion and other documents as shall reasonably may be requested waived by the Administrative Agent in connection therewithBorrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent shall promptly notify each Lender as and the Lenders hereby consent to the effectiveness Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of each doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Agreement. Each Extension Offer) and hereby waive the requirements of any provision of this Agreement may(including, without limitation, Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. (d) The Lenders hereby irrevocably authorize the consent of any Lender other than the applicable Extending Lenders, effect such Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.15. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.15(d) are drafted and implemented and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. (e) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to give effect to accomplish the provisions purposes of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunderSection 2.15.

Extension Offers. (a) The Borrower Borrowers may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Canadian Lenders, all the U.S. Lenders and/or all the lenders of one or more Classes any extended class established hereunder following the Closing Date (including pursuant to this Section) (each Class class of Lenders subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowerBorrowers. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 then (10) Business Days nor more than 30 thirty (30) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that that, in their sole discretion, accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Agreement (an “Extension Agreement Agreement”) executed and delivered by ▇▇▇▇▇ ▇, the BorrowerObligors, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party Obligor set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except to in the extent case of any such representation and warranty that such representations and warranties specifically refer relates to an earlier date, in which case they such representation and warranty shall be so true and correct in all material respects on and as of such earlier date, and (iii) ▇▇▇▇▇ ▇ and the Borrower Obligors shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Accepting Lenders as a new “Class” class of loans and/or commitments hereunder; provided, that such Extended Loans and Extended Commitments shall be on the same terms as the other Loans and Commitments until following the Maturity Date applicable to Loans of any non-extending Lenders.