Common use of Amend and Extend Transactions Clause in Contracts

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class class of Revolving Loans and/or Commitments and/or Term Loans to the extended maturity or termination date specified in such noticerequest. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof25,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender in respect of the applicable Class any class of Loans 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 in respect of such Class class of Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Term Loans Revolving Commitments (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered Commitments requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, Commitments of Lenders of under the applicable Class 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.

Amend and Extend Transactions. (a) The Parent Borrower Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof100,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. Each Lender of the applicable Class of Revolving Credit Commitments and/or Term Loans 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 of Revolving Credit Commitments and/or Term Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and the Company. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class Revolving Credit Commitments and/or Term Loans 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.

Amend and Extend Transactions. (ai) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall (A) set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, 200,000,000 and minimum increments of $25,000,000 in excess thereof (or such other amounts as may be acceptable to the case of Foreign Currency Loans, Borrower and the Dollar Equivalent thereofAdministrative Agent)), (iiB) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iiiC) identifying identify the relevant Class of Revolving Commitments and/or Term Loans to which the such Extension request relates. 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 AgentAgent and the Borrower. If the aggregate principal amount of Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class of Revolving Loans (and, as applicable, the Commitments and/or Term Loans relating thereto) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $5,000,000 25,000,000 or, in the case of Foreign Currency Loansif less, the Dollar Equivalent thereofremaining outstanding amount of Revolving Commitments and/or Term Loans), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of holding the applicable Class relevant Commitments and/or Loans to be extended 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. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments and/or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments Commitment Termination Date and/or the Term Loans Loan A Maturity Date to the extended maturity or termination date specified in such noticerequest. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 5,00,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Appropriate 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 Appropriate Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Appropriate Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of Appropriate 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 Appropriate Lenders have accepted such Extension Offer.

Amend and Extend Transactions. (a) The Parent Borrower Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class of Revolving Loans (and, as applicable, the Commitments and/or Term Loans relating thereto) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments Commitments, Term Loans and/or Incremental Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of holding the applicable Class relevant Commitments and/or Loans to be extended 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. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments, Term Loans (calculated on the face amount thereof) or Revolving Commitments and/or Incremental Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Term Loans or Revolving Commitmentsand/or Incremental Term Loans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Commitments, Term Loans or Revolving Commitmentsand/or Incremental Term Loans, as applicable, of Lenders of the applicable Class 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of the Loans of any Class of Revolving Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the principal amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof), 25,000,000) and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 ninety (90) days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of the each 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. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of Lenders of the applicable Class 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. It shall be a condition precedent to the effectiveness of any Extension that (a) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (b) the representations and warranties set forth in Article 3 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension with the same effect as if made on and as of such date (unless such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct in all material respects as of such specific date) and (c) the terms of such Extended Term Loans shall comply with Section 2.24(b).

Amend and Extend Transactions. (a) The Parent Borrower Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class tranche of Revolving Credit Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class tranche of Revolving Credit Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class tranche of Revolving Credit Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class tranche shall be offered (an “Extension Offer”) an opportunity opportunity, but shall be under no obligation, to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class tranche pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, offered to be extended by the Parent Borrower Company pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as applicable, of Lenders of the applicable Class tranche accepting such Extension Offer 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.

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Third Amendment Effective Date, the Borrowers and any Lender may agree, by written notice to the Administrative Agent from time to time, request an extension (eacheach such notice, an “ExtensionExtension Notice”) ), to extend the Maturity Date of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans such Lender’s Commitment to the extended maturity or termination date specified in such notice. Such notice shall set forth Extension Notice; provided, that (ia) the amount of Borrowers shall have offered to all Lenders the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension extension on a pro rata basis and on the same terms and conditions to each such Lender; (b) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect to any such extension; (c) except as each other Lender to interest rates, fees and final maturity date, the extended Commitments shall have the same terms as the Commitments as of the date of such Class pursuant Extension Notice; (iv) after giving effect to procedures established byany such extension, or reasonably acceptable tothere shall be no more than two separate Maturity Dates in effect for all Commitments; and (v) all documentation in respect of such extension shall be consistent with the foregoing and in form and substance satisfactory to the Administrative Agent and the Borrowers. In connection with any such extension, the Borrowers and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans (calculated on the face amount thereof) extending Lenders, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or Revolving Commitments appropriate, in the reasonable opinion of the Administrative Agent, to establish new tranches or sub-tranches in respect of which Lenders the Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms consistent with this Section 10.23. Any extension of the Commitments shall have accepted require the relevant Extension Offer shall exceed consent of each L/C Issuer, the maximum aggregate principal amount Swing Line Lender and the Alternative Currency Fronting Lender to the extent that such extension provides for the issuance of Term Letters of Credit, the borrowing of Swing Line Loans or Revolving Commitments, as applicable, offered to be the extension of credit in an Alternative Currency at any time during such extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of 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 Offerperiod.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension” and each such notice, an “Extension Request”) of the maturity or termination date Revolving Credit Commitments of a Class (which term, for purposes of this provision, shall also include any Class tranche of Revolving Credit Commitments outstanding hereunder pursuant to a previous Amend and Extend Transaction and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous Amend and Extend Transaction or any Refinancing Term Loans, or any tranche of Incremental Term Loans) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request Request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class or Classes of Revolving Credit Commitments and/or Term Loans to which the Extension request Request relates. 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. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower Each Borrower, as applicable, may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class class of Revolving Credit Commitments and/or Term A Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class class of Revolving Credit Commitments and/or Term A Loans to which the such Extension request relates. Each Lender of the applicable Class 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 class pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and the applicable Borrower. If the aggregate principal amount of Revolving Credit Commitments or Term A Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsA Loans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsA Loans, as applicable, of Lenders of the applicable Class 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension” and each such notice, an “Extension Request”) of the maturity or termination date L/C Commitments of a Class (which term, for purposes of this provision, shall also include any Class tranche of Revolving L/C Commitments outstanding hereunder pursuant to a previous Amend and Extend Transaction) and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous Amend and Extend Transaction or any Refinancing Term Loans) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving L/C Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request Request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class or Classes of Revolving L/C Commitments and/or Term Loans to which the Extension request Request relates. 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. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving L/C Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving L/C Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving L/C Commitments, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Lead Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Credit Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Credit Commitments and/or Term Loans to which the Extension request relates. 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. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, offered to be extended by the Parent Lead Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments Loan Maturity Date and/or the Term Loans Loan Maturity Date to the extended maturity or termination date specified in such noticerequest. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 100,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof1,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Appropriate 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 Appropriate Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Appropriate Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered requested to be extended by the Parent Borrower Borrowers pursuant to such Extension Offer, then the Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of Appropriate 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 Appropriate Lenders have accepted such Extension Offer.

Amend and Extend Transactions. (a) The Parent At any time after the Effective Date, the Borrower mayand any Lender may agree, by written notice to the Administrative Agent from time (each such notice, an “Extension Notice”), to time, request an extension extend (each, an “Extension”) the Stated Maturity Date of the maturity or termination date such Lender’s Term Loans of any Class (which term, for purposes of Revolving Commitments and/or this provision, shall include Other Term Loans and in the case of the Term A Loans, shall include the Term A Commitments) to the extended maturity or termination date specified in such notice. Such notice Extension Notice (each tranche of Term Loans of such Class so extended as well as the original Term Loans of such Class not so extended, being deemed a separate tranche; any Extended Term Loans of any Class shall set forth constitute a separate tranche of Term Loans of such Class from the tranche of Term Loans of such Class from which they were converted; any tranche of Term Loans (or Commitments) of such Class the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans” of such Class); provided, that (i) the amount of Borrower shall have offered to all Lenders under each Facility the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension extension on a pro rata basis and on the same terms and conditions to each such Lender (each such offer, an “Extension Offer”), (ii) no Incipient Termination Event shall have occurred and be continuing prior to or after giving effect to any such extension, (iii) except as each other Lender to interest rates, fees, final maturity date (subject to the following clauses (iv) and (v)), amortization, mandatory prepayments and scheduled amortization (which, subject to the following clauses (iv), (v) and (vi), shall be determined by the Borrower and set forth in the applicable Extension Offer), Extended Term Loans shall have the same terms as the tranche of such Class Term Loans that was the subject of the Extension Notice, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date in respect of the applicable Facility at the time of extension, and the amortization schedule applicable to the Term B Loans pursuant to procedures established bySection 2.07 for periods prior to the Stated 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 reasonably acceptable toon a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the Administrative Agent. If applicable Extension Offer, (vii) if the aggregate principal amount of Term Loans of the applicable Class (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of such Class 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, (viii) all documentation in respect of such Extension Offer (including any Extension Notice) shall be consistent with the foregoing, (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (x) the interest rate margin (or if applicable, commitment fees) applicable to any Extended Term Loans will be determined by the Borrower and the lenders providing such Extended Loans. In connection with any such extension, the Borrower and the Administrative Agent, with the approval of the extending Lenders, may effect such amendments to this Agreement and the other Transaction Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to establish new tranches or sub-tranches in respect of the Term Loans of the applicable Class so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Revolving Credit Maturity Date and/or the Term Loan Maturity Date of any Class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. 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. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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 accented such Extension Offer.

Amend and Extend Transactions. (a) The Parent Borrower Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class of Revolving Loans (and, as applicable, the Commitments and/or Term Loans relating thereto) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of holding the applicable Class relevant Commitments and/or Loans to be extended 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. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments and/or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class 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.

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, the Borrower mayand any Lender may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any tranche of Revolving Credit Commitments outstanding hereunder pursuant to a previous Amend and Extend Transaction or any tranche of Incremental Revolving Credit Facility) and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the term of this Section 2.17 or any tranche of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity date specified in such Extension Notice and Extension Amendment (each tranche of Revolving Credit Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Credit Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Term Loans”; and any Class of Revolving Credit Commitments and/or Term Loans the maturity of which shall have been extended pursuant to the extended maturity or termination date specified in such notice. Such notice shall set forth this Section 2.17, “Extended Revolving Credit Commitments”); provided, that (i) the amount of Borrower shall have offered to all Lenders under the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in Credit Facility the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to any such Extension, (iii) except as each other Lender to interest rates, rate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clauses (iv and (viii) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clauses (iv and (viii)), or reasonably acceptable toshall be determined by the Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class or Class of Revolving Credit Commitments or Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iv) the final maturity date of any Extended Term Loans or Extended Revolving Credit Commitments shall be no earlier than the then Latest Maturity Date applicable to any other Term Loans or Revolving Credit Commitments, respectively, at the time of Extension, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as applicable, 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 Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing, and (viii) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clauses (iii) and (iv) of this Section 2.17) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable. In connection with any such Extension, the Borrower and the Administrative Agent, with the approval of the extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.17. Any Extension of the Revolving Credit Commitments shall require the consent of each LC Issuer and the Swing Line Lender to the extent that such Extension provides for issuance of Letters of Credit or the borrowing of Swing Loans at any time during such extended period.

Amend and Extend Transactions. (a) The Parent At any time after the Amendment Effective Date, the applicable Borrower mayand any Lender may agree, by written notice to the Administrative Agent from time to time, request an extension (eacheach such notice, an “ExtensionExtension Notice”) ), to extend the Maturity Date of the maturity or termination date of any Class of such Lender’s Revolving Credit Commitments and/or Term Loans (which term, for purposes of this provision, shall include any tranche of term loans outstanding hereunder pursuant to a previous Amend and Extend Transaction or an Incremental Term Facility) to the extended maturity or termination date specified in such notice. Such notice shall set forth Extension Notice; provided, that (i) the amount of applicable Borrower shall have offered to all Lenders under the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in Facility the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension extension on a pro rata basis and on the same terms and conditions to each such Lender, (ii) no Default shall have occurred and be continuing prior to or after giving effect to any such extension, (iii) except as each other Lender to interest rates, fees, final maturity date and, in the case of an extension of maturity of Term Loans and amortization, the extended Commitments (in the case of an extension of maturity of Revolving Credit Commitments) or Term Loans (in the case of an extension of maturity of Term Loans) shall have the same terms as the Revolving Credit Commitments or Term Loans under the Facility that was the subject of the Extension Notice, (iv) after giving effect to any such extension, there shall be no more than two separate Maturity Dates in effect for all Revolving Credit Commitments and (v) all documentation in respect of such Class pursuant extension shall be consistent with the foregoing and in form and substance reasonably satisfactory to procedures established by, or reasonably acceptable to, the Administrative Agent. If In connection with any such extension, the aggregate principal amount Borrowers and the Administrative Agent, with the approval of Term Loans (calculated on the face amount thereof) extending Lenders, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or Revolving Commitments appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to establish new tranches or sub-tranches in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or Revolving Commitments, as applicable, offered to be extended by appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower pursuant in connection with the establishment of such new tranches or sub-tranches (including to such Extension Offer, then preserve the Term Loans or Revolving Commitments, as applicable, of Lenders pro rata treatment 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.and non-extended

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Third Amendment Effective Date, the Borrowers and any Lender may agree, by written notice to the Administrative Agent from time to time, request an extension (eacheach such notice, an “ExtensionExtension Notice”) ), to extend the Maturity Date of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans such Lender’s Commitment to the extended maturity or termination date specified in such notice. Such notice shall set forth Extension Notice; provided, that (ia) the amount of Borrowers shall have offered to all Lenders the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension extension on a pro rata basis and on the same terms and conditions to each such Lender; (b) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect to any such extension; (c) except as each other Lender to interest rates, fees and final maturity date, the extended Commitments shall have the same terms as the Commitments as of the date of such Class pursuant Extension Notice; (iv) after giving effect to procedures established byany such extension, or reasonably acceptable tothere shall be no more than two separate Maturity Dates in effect for all Commitments; and (v) all documentation in respect of such extension shall be consistent with the foregoing and in form and substance satisfactory to the Administrative Agent and the Borrowers. In connection with any such extension, the Borrowers and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans (calculated on the face amount thereof) extending Lenders, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or Revolving Commitments appropriate, in the reasonable opinion of the Administrative Agent, to establish new tranches or sub-tranches in respect of which Lenders the Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms consistent with this Section 10.23. Any extension of the Commitments shall have accepted require the relevant Extension Offer shall exceed consent of each L/C Issuer, the maximum aggregate principal amount Swing Line Lender and the Alternative Currency Fronting Lender to the extent that such extension provides for the issuance of Term Letters of Credit, the borrowing of Swing Line Loans or Revolving Commitments, as applicable, offered to be the extension of credit in an Alternative Currency at any time during such extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of 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.period. 184

Amend and Extend Transactions. (a) The Parent Borrower Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans to the extended with a like maturity date or termination date specified in such noticeRevolving Credit Commitments with a like maturity date. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case 25,000,000 and minimum increments of Foreign Currency Loans, the Dollar Equivalent thereof$5,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. 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 AgentAgent and the Borrowers; provided that no Lender will be required or otherwise obligated to participate in such Extension. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments Facility Maturity Date and/or the Term Loans Facility Maturity Date to the extended maturity or termination date specified in such noticerequest. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 100,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof1,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). 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. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans Stated Maturity Date to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to be extended the Extension (which request shall be in minimum increments of $1,000,000 1 million and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5 million), and (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten Business Days nor more than 60 sixty days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of ). The Revolving Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class Lenders 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 Revolving Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and Borrower. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, Commitments subject to the Extension Offer as applicable, offered to be extended by set forth in the Parent Borrower pursuant to such Extension Offernotice, then the Term Loans or Revolving Commitments, as applicable, of Lenders Commitments of the applicable Class Revolving 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 Revolving Lenders have accepted such Extension Offer.. Notwithstanding anything to the contrary in this Agreement, any individual Revolving Lender’s agreement to extend its Revolving Commitments, in whole or in part, pursuant to this Section 2.25 shall be in such Revolving Lender’s sole discretion. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article III and in each other Loan 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 Extension, (iii) each relevant Issuing Bank shall have consented to any Extension of the Revolving Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit at any time during the extended period and (iv) the terms of such Extended Commitments shall comply with clause (c) of this Section 2.25. (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Revolving Lenders and set forth in an Extension Amendment; provided, that (i) the final maturity date of any Extended Commitment shall be no earlier than the Stated Maturity Date, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments, (iii) the Extended Loans will rank pari passu in right of payment and security with the existing Revolving Loans and the borrower, guarantors and collateral of the Extended Commitments shall be the same as the borrower, Loan Guarantors and Collateral with respect to the existing Revolving Loans, (iv) the interest rate margin and any fees applicable to any Extended Commitment (and the Extended Loans thereunder) shall be determined by Borrower and the applicable extending Revolving Lenders, (v) borrowing and prepayment

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class class of Revolving Loans and/or Commitments and/or Term Loans to the extended maturity or termination date specified in such noticerequest. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Incremental Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender in respect of the applicable Class any class of Loans 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 in respect of such Class class of Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments or Incremental Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Incremental Term Loans or Revolving CommitmentsLoans, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Commitments or Incremental Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of under the applicable Class 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or Maturity Date (including, for the avoidance of doubt with respect to Commitments, the termination date thereof) of any Class class of Revolving Loans and/or Commitments and/or Term Loans to the extended maturity date or termination date specified in such noticerequest. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments Commitments, Revolving Loans, Delayed Draw Term Loans and/or Incremental Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender in respect of the applicable Class any class of Loans 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 in respect of such Class class of Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments, Revolving Loans, Delayed Draw Term Loans or Incremental Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Revolving Loans, Delayed Draw Term Loans or Revolving CommitmentsIncremental Term Loans, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Commitments, Revolving Loans, Delayed Draw Term Loans or Revolving CommitmentsIncremental Term Loans, as applicable, of Lenders of under the applicable Class 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.

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, the Borrower mayand any Lender may agree, by written notice to the Administrative Agent from time (each such notice, an “Extension Notice”), to time, request an extension extend (each, an “Extension”) the Maturity Date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any tranche of Revolving Commitments outstanding hereunder pursuant to a previous Amend and Extend Transaction) to the extended maturity or termination date specified in such Extension Notice and Extension Amendment (each tranche of Revolving Commitments so extended, in each case as well as the original Revolving Commitments not so extended, being deemed a separate Class; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; and any Class of Revolving Commitments and/or Term Loans the maturity of which shall have been extended pursuant to the extended maturity or termination date specified in such notice. Such notice shall set forth this Section 12.02, “Extended Revolving Credit Commitments”); provided that (i) the amount of Borrower shall have offered to all Lenders under the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in Facility the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender of such Class pursuant to procedures established byinterest rates, or reasonably acceptable torate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clause (iii)), the Administrative Agent. If Extended Revolving Credit Commitments shall have the same terms as the Class of Revolving Commitments that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) the final maturity date of any Extended Revolving Credit Commitments shall be no earlier than the then Latest Maturity Date applicable to the original Revolving Commitments at the time of Extension, (iv) [reserved], (v) [reserved], (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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 Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Third Amendment Effective Date, the Borrowers and any Lender may agree, by written notice to the Administrative Agent from time to time, request an extension (eacheach such notice, an “Extension”) "Extension Notice"), to extend the Maturity Date of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans such Lender's Commitment to the extended maturity or termination date specified in such notice. Such notice shall set forth Extension Notice; provided, that (ia) the amount of Borrowers shall have offered to all Lenders the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension extension on a pro rata basis and on the same terms and conditions to each such Lender; (b) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect 175 to any such extension; (c) except as each other Lender to interest rates, fees and final maturity date, the extended Commitments shall have the same terms as the Commitments as of the date of such Class pursuant Extension Notice; (iv) after giving effect to procedures established byany such extension, or reasonably acceptable tothere shall be no more than two separate Maturity Dates in effect for all Commitments; and (v) all documentation in respect of such extension shall be consistent with the foregoing and in form and substance satisfactory to the Administrative Agent and the Borrowers. In connection with any such extension, the Borrowers and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans (calculated on the face amount thereof) extending Lenders, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or Revolving Commitments appropriate, in the reasonable opinion of the Administrative Agent, to establish new tranches or sub-tranches in respect of which Lenders the Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms consistent with this Section 10.23. Any extension of the Commitments shall have accepted require the relevant Extension Offer shall exceed consent of each L/C Issuer, the maximum aggregate principal amount Swing Line Lender and the Alternative Currency Fronting Lender to the extent that such extension provides for the issuance of Term Letters of Credit, the borrowing of Swing Line Loans or Revolving Commitments, as applicable, offered to be the extension of credit in an Alternative Currency at any time during such extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of 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.period. 176

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or Maturity Date (including, for the avoidance of doubt with respect to Commitments, the termination date thereof) of any Class class of Revolving Loans and/or Commitments and/or Term Loans to the extended maturity date or termination date specified in such noticerequest. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments Commitments, Revolving Loans, the Term Loan and/or Incremental Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender in respect of the applicable Class any class of Loans 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 in respect of such Class class of Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments, Revolving Loans, Term Loan or Incremental Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, Revolving Loans, Term Loan or Incremental Term Loans, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, Revolving Loans, Term Loan or Incremental Term Loans, as applicable, of Lenders of under the applicable Class 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class class of Revolving Commitments, Replacement Revolving Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments amounts of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class class of Revolving Commitments, Replacement Revolving Commitments and/or Term Loans to which the such Extension request relates. Each Lender of the applicable Class 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 class pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and the Borrower. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments, Replacement Revolving Commitments or Term Loans, as applicable, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, Replacement Revolving Commitments or Term Loans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Term Loans or Revolving Commitments, Replacement Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Credit Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) the date on which such Extension Extensions are requested to become effective (which shall be not less than 10 five (5) Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall reasonably agree)) and (iii) identifying the relevant Class of Revolving Credit Commitments and/or Term Loans to which the Extension request relates. 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. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, Borrower mayand any Term Loan Lender (any such Term Loan Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Term Loan Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Term Loans of a Class (which term, for purposes of this provision, shall also include any Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.20 or any Class of Revolving Commitments and/or Incremental Term Loans Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.20, “Extended Term Loans”); provided, that (i) Borrower shall have offered to all Term Loan Lenders under the amount applicable Term Loan Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Term Loan Lender (each such offer, an “Extension Offer”), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have substantially similar terms as each the Class or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other Lender covenants and terms that apply to any period after the Final Maturity Date then in effect; provided further that (x) no Extended Terms Loans shall benefit from any guarantee or any security interest not otherwise also guaranteeing or securing, as the case may be, the other Term Loans and (y) the Extended Term Loans shall not effectaffect the validity and/or enforceability of any guaranty of, and/or security interest granted in respect of, any Existing Term Loan Class, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.20(a)) applicable to any Extended Term Loans shall be determined by Borrower and the Extending Lenders, (v) before the Final Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Class pursuant Extension Offer (including any Extension Notice any amendment to procedures established bythis Agreement implementing the terms of such Extension Offer (each such amendment, or reasonably acceptable toan “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, Borrower and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans the Extending Lenders of the applicable Extension Series, may effect such amendments (calculated on including any Extension Amendment) to this Agreement and the face amount thereof) other Loan Documents as may be necessary or Revolving Commitments appropriate, in respect the reasonable opinion of which Lenders shall have accepted the relevant Extension Offer shall exceed Administrative Agent and Borrower, to implement the maximum aggregate principal amount terms of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to any such Extension Offer, then including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or Revolving Commitments, as applicable, of Lenders appropriate in the reasonable opinion of the applicable Class shall be Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended ratably up to such maximum amount based and non-extended tranches), in each case on the respective principal amounts (but terms not to exceed actual holdings of record) inconsistent with respect to which such Lenders have accepted such Extension Offerthis Section 2.20.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class Series of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth shall: (i) set forth the amount of the applicable Class Series of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 10,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof20,000,000), ; (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and ); (iii) identifying identify the relevant Class Series of Revolving Credit Commitments and/or Term Loans to which such Extension relates; and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Extension, which amendments or modifications shall apply only to the Extension request relatesapplicable Extended Revolving Credit Commitments or Extended Term Loans and shall comply with Section 5.17(c). Each Lender of the applicable Class Series 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 Series pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and the Borrower. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class Series 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. Each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended pursuant to this Section 5.17, as well as the Term Loans and the Revolving Credit Commitments made on the Closing Date (in each case not so extended), shall be deemed a separate Series; any Extended Term Loans shall constitute a separate Series of Term Loans from the Series of Term Loans from which they were converted; and any Extended Revolving Credit Commitments shall constitute a separate Series of Revolving Credit Commitments from the Series of Revolving Credit Commitments from which they were converted.

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Closing Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17 (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class with a like maturity date (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17 or any Class of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Term Loans”; and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Revolving Credit Commitments”); provided, that (i) the amount Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender to interest rates, rate floors, fees, OID, premiums, final maturity date (subject to the following clause (v) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clause (v)), or reasonably acceptable toshall be determined by the Parent Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class of Revolving Commitments and/or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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, (v) the interest rates, rate floors, fees, OID, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clause (ii) of this Section 2.17) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable; provided that (w) Extended Term Loans and Extended Revolving Credit Commitments at the time of establishment thereof shall not have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Credit Facilities subject to such extension, (x) Extended Term Loans and Extended Revolving Credit Commitments shall not have more favorable mandatory prepayment and commitment reduction provision than the Credit Facilities subject to such extension, (y) the final maturity date of any Extended Term Loans shall not be earlier than the maturity date of the Term Loans being extended and (z) the maturity date with respect to any Extended Revolving Credit Commitments shall not be earlier than the maturity date of Revolving Loans (or unused Revolving Commitments) being extended, (vi) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans, (vii) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Commitments) which have more than three (3) different Maturity Dates, (viii) Extended Revolving Credit Commitments and Extended Term Loans shall not be (A) secured by any Lien on any asset other than the Collateral and (B) guaranteed by any Person other than the Guarantors, (ix) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments), (x)(1) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension; provided that if agreed to by the lenders of such Extension, the references to Event of Default in this clause (x)(1) shall be deemed to refer solely to a Specified Event of Default and (2) the representations and warranties set forth in Article V and in each other Loan 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 Extension (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects); provided that if agreed to by the lenders of such Extension, the representations and warranties in this clause (x)(2) shall be deemed to refer solely to the Specified Representations and (xi) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.17. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and any Swing Line Lender. Notwithstanding the conversion of any Existing Revolving Commitment Class into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04 and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such Extensions (it being understood that no consent of any other Lender shall be required in connection with any such Extension).

Amend and Extend Transactions. (a) The Parent Borrower i)The Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans to the extended with a like maturity date or termination date specified in such noticeRevolving Credit Commitments with a like maturity date. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case 25,000,000 and minimum increments of Foreign Currency Loans, the Dollar Equivalent thereof$5,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. 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 AgentAgent and the Borrowers; provided that no Lender will be required or otherwise obligated to participate in such Extension. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, the Borrower mayand any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any Class of Revolving Commitments and/or Term outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19, any Class of Incremental Revolving Loans or any commitments under any Incremental Revolving Facility (the “Existing Revolving Commitment Class,” the Revolving Loans thereunder, the “Existing Revolving Loans” and the Revolving Commitments thereunder, the “Existing Revolving Commitments”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments so extended, in each case as well as the original Revolving Commitments not so extended, being deemed a separate Class; any Extended Revolving Credit Commitments shall set forth constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Revolving Credit Commitments”); provided, that (i) the amount Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender of such Class pursuant to procedures established byinterest rates, or reasonably acceptable torate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clause (v), which shall be determined by the Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments shall have the same terms as the Class or Class of Revolving Commitments that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, Commitments offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, Commitments 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, (iv) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing, (v) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date and optional and mandatory prepayments (subject to the limitations set forth in clause (ii) of this Section 2.19) applicable to any Extended Revolving Credit Commitments shall be determined by the Borrower and the lenders providing such Extended Revolving Credit Commitments, as applicable and (vi) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments). In connection with any such Extension, the Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.19. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and any Swing Line Lender to the extent that such Extension provides for issuance of Letters of Credit by such LC Issuer or the Borrowing of Swing Loans from such Swing Lender at any time during such extended period. Notwithstanding the conversion of any Existing Revolving Commitment Class into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04(a) and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments Facility Maturity Date and/or the Term Loans A Facility Maturity Date to the extended maturity or termination date specified in such noticerequest. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term A Loans to be extended (which shall be in minimum increments of $1,000,000 100,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof1,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Appropriate 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 Appropriate Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments or Term A Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Appropriate Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans or Revolving CommitmentsA Loans, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Commitments or Term Loans or Revolving CommitmentsA Loans, as applicable, of Appropriate 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 Appropriate Lenders have accepted such Extension Offer.

Amend and Extend Transactions. (a) The Parent Borrower Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class of Revolving Loans (and, as applicable, the Commitments and/or Term Loans relating thereto) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of holding the applicable Class relevant Commitments and/or Loans to be extended 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. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments and/or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class Lenders shall be CHAR1\1812724v7 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. The following shall be conditions precedent to the effectiveness of any Extension: (i) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) on and as of the effective date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) as of such earlier date, (iii) the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the Revolving A Commitments, in each case to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period, and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.19(c). The terms of each Extension shall be determined by the Company and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Commitment or Extended Term Loan shall be no earlier than the Latest Maturity Date for the Revolving Commitments so extended or the Term Loans so extended, as applicable, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments, and (B) the weighted average life to maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans so extended, (iii) the Extended Revolving Loans and the 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 Credit Commitments or Extended Term Loans, as applicable, shall be the same as the Borrowers and Guarantors with respect to the existing Revolving Loans and the existing Term Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Revolving Credit Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Company and the applicable extending Lenders, and (v) to the extent the terms of the Extended Revolving Commitments or Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. 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. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, any Extension Amendment entered into in connection with any Extension to the extent (and only to the extent) the Administrative Agent deems necessary in order to (i) reflect the existence and terms of such Extension, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Extension, and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.19. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. The effectiveness of any Extension Amendment shall be subject CHAR1\1812724v7 to the receipt by the Administrative Agent of (A) to the extent requested by the Administrative Agent, customary opinions of legal counsel to the Credit Parties, addressed to the Administrative Agent and each Lender (including each Person providing any portion of such Extension) dated as of the effective date of such Extension, and (ii) such other documents and certificates it may reasonably request relating to the necessary authority for such Extension, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent.

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Closing Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any tranche of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19, any tranche of Incremental Revolving Loans or any commitments under any Incremental Initial Revolving Facility (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any tranche of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity date specified in such Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”; and any Class of Revolving Commitments and/or Term Loans the maturity of which shall have been extended pursuant to the extended maturity or termination date specified in such notice. Such notice shall set forth this Section 2.19, “Extended Revolving Credit Commitments”); provided, that (i) the amount Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (iii) except as each other Lender to interest rates, rate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clauses (iii) and (vii) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clauses (iii) and (vii)), or reasonably acceptable toshall be determined by the Parent Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class or Class of Revolving Commitments or Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) the final maturity date of any Extended Term Loans or Extended Revolving Credit Commitments shall be no earlier than the then Latest Maturity Date applicable to any other Term Loans or Revolving Commitments, respectively, at the time of Extension, (iv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (v) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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, (vi) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing, and (vii) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clauses (ii) and (iii) of this Section 2.19) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable and (ix) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Loan Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments). In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.19. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and any Swing Line Lender to the extent that such Extension provides for issuance of Letters of Credit by such LC Issuer or the borrowing of Swing Loans from such Swing Lender at any time during such extended period. Notwithstanding the conversion of any Existing Revolving Commitment Class (other than a commitment under an Incremental Initial Revolving Facility) into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Credit Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04(a) and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, Borrower mayand any Term Loan Lender (any such Term Loan Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Term Loan Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Term Loans of a Class (which term, for purposes of this provision, shall also include any Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.20 or any Class of Revolving Commitments and/or Incremental Term Loans Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.20, “Extended Term Loans”); provided, that (i) Borrower shall have offered to all Term Loan Lenders under the amount applicable Term Loan Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Term Loan Lender (each such offer, an “Extension Offer”), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as each the Class or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other Lender covenants and terms that apply to any period after the Final Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.20(a)) applicable to any Extended Term Loans shall be determined by Borrower and the Extending Lenders, (v) before the Final Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Class pursuant Extension Offer (including any Extension Notice and any amendment to procedures established bythis Agreement implementing the terms of such Extension Offer (each such amendment, or reasonably acceptable toan “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, Borrower and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans the Extending Lenders of the applicable Extension Series, may effect such amendments (calculated on including any Extension Amendment) to this Agreement and the face amount thereof) other Loan Documents as may be necessary or Revolving Commitments appropriate, in respect the reasonable opinion of which Lenders shall have accepted the relevant Extension Offer shall exceed Administrative Agent and Borrower, to implement the maximum aggregate principal amount terms of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to any such Extension Offer, then including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or Revolving Commitments, as applicable, of Lenders appropriate in the reasonable opinion of the applicable Class shall be Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended ratably up to such maximum amount based and non-extended tranches), in each case on the respective principal amounts (but terms not to exceed actual holdings of record) inconsistent with respect to which such Lenders have accepted such Extension Offerthis Section 2.20.

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Closing Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17 (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class with a like maturity date (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17 or any Class of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Term Loans”; and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Revolving Credit Commitments”); provided, that (i) the amount Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender to interest rates, rate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clause (v) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clause (v)), or reasonably acceptable toshall be determined by the Parent Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class of Revolving Commitments and/or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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., (v) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clause (ii) of this Section 2.17) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable; provided that (x) Extended Term Loans and Extended Revolving Credit Commitments shall not have a shorter Weighted Average Life to Maturity, or more favorable mandatory prepayment and commitment reduction provision, than the Credit Facilities subject to such extension, (y) the final maturity date of any Extended Term Loans shall not be earlier than the maturity date of the Term Loans being extended and (z) the maturity date with respect to any Extended Revolving Credit Commitments shall not be earlier than the maturity date of Revolving Loans (or unused Revolving Commitments) being extended, (vi) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans, (vii) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Commitments) which have more than three (3) different Maturity Dates, (viii) Extended Revolving Credit Commitments and Extended Term Loans shall not be (A) secured by any Lien on any asset other than the Collateral and (B) guaranteed by any Person other than the Guarantors, (ix) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings)

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, the Borrower mayand any Lender may agree, by written notice to the Administrative Agent from time (each such notice, an “Extension Notice”), to time, request an extension extend (each, an “Extension”) the Maturity Date of the maturity or termination date of any Class of Revolving Commitments and/or such Lender’s Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous Amend and Extend Transaction or any Refinancing Term Loan Facility, or any tranche of Incremental Term Loans) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Term Loans so extended as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 12.02, “Extended Term Loans”); provided that (i) the amount of Borrower shall have offered to all Lenders under the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) all terms and conditions governing the Extended Term Loans other than scheduled amortization, and subject to clause (iv) below, shall be determined by the Borrower and set forth in the applicable Extension Offer), (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date applicable to the original Term Loans at the time of Extension, (iv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as each other Lender specified in the applicable Extension Offer, (v) the Weighted Average Life to Maturity of such Class any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans under the applicable Facility not extended pursuant to procedures established bysuch Extension Offer, or reasonably acceptable to, the Administrative Agent. If (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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 Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In connection with any such Extension, the Borrower and the Administrative Agent, with the approval of the extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 12.02.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity of all or termination date a portion of any Class of Term Loans or Revolving Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Term Loans or Revolving Commitments and/or Term Loans to be extended (which shall it being agreed that no Extension Offer (as defined below) is required to be in any minimum increments of amount or any minimum increment unless the Administrative Agent shall, acting reasonably, require the same (such minimum amount not to be greater than $1,000,000 and 5,000,000), provided that Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount of $5,000,000 or, (to be determined and specified in the case relevant Extension Offer in Borrower’s sole discretion and may be waived by the Borrower) of Foreign Currency Loans, the Dollar Equivalent thereofTerm Loans and/or Revolving Commitments of any or all applicable tranches be tendered), (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 5 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods period as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Term Loans or Revolving Commitments and/or Term Loans to which the Extension request relates. 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. No Lender shall have any obligation to agree to have any of its Term Loans or Revolving Commitments of any existing Class converted into Extended Term Loans or Extended Revolving Commitments. If the aggregate principal amount of Term Loans or Revolving Commitments (each as calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, Commitments of 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.

Amend and Extend Transactions. (ai) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall (A) set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, 200,000,000 and minimum increments of $25,000,000 in excess thereof (or such other amounts as may be acceptable to the case of Foreign Currency Loans, Borrower and the Dollar Equivalent thereofAdministrative Agent)), (iiB) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iiiC) identifying identify the relevant Class of Revolving Commitments and/or Term Loans to which the such Extension request relates. 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 AgentAgent and the Borrower. If the aggregate principal amount of Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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.. (ii) The following shall be conditions precedent to the effectiveness of any Extension: (A) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (B) the representations and warranties set forth in Section 6.1. and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, the Borrower mayand any Lender may agree, by written notice to the Administrative Agent from time (each such notice, an “Extension Notice”), to time, request an extension extend (each, an “Extension”) the Maturity Date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any tranche of 150 Revolving Commitments outstanding hereunder pursuant to a previous Amend and Extend Transaction) and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous Amend and Extend Transaction or any Refinancing Term Loan Facility, or any tranche of Incremental Term Loans) to the extended maturity date specified in such Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity or termination date of which shall have been extended pursuant to this Section 12.02, “Extended Term Loans”; and any Class of Revolving Commitments and/or Term Loans the maturity of which shall have been extended pursuant to the extended maturity or termination date specified in such notice. Such notice shall set forth this Section 12.02, “Extended Revolving Credit Commitments”); provided that (i) the amount of Borrower shall have offered to all Lenders under the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in Facility the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each to interest rates, rate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clauses (iii), (iv) and (v) and, in the case of Extended Term Loans, optional and mandatory prepayments (subject to Section 4.09) (including call protection and prepayment premiums) and scheduled amortization (subject to the following clause (v)) (which, subject to the following clauses (iii), (iv) and (v), shall be determined by the Borrower and set forth in the applicable Extension Offer), the Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class of Revolving Commitments or Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other Lender covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) the final maturity date of such Class any Extended Term Loans or Extended Revolving Credit Commitments shall be no earlier than the then Latest Maturity Date applicable to the original Term Loans or Revolving Commitments, respectively, at the time of Extension, (iv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (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 under the applicable Facility not extended pursuant to procedures established bysuch Extension Offer, or reasonably acceptable to, the Administrative Agent. If (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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 Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin, rate floors, fees, original issue discounts, premiums and other terms (subject to the limitations set forth in clauses (ii), (iii), (iv) and (v) of this Section 12.02(a)) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable. In connection with any such Extension, the Borrower and the Administrative Agent, with the approval of the extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of L/C Obligations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 12.02. Any Extension of the Revolving Commitments shall require the consent (not to be unreasonably withheld or delayed) of the Issuing Lender to the extent that such Extension provides for issuance of Letters of Credit by such Issuing Lender at any time during such extended period.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving the Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof50,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). 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 AgentAgent and Borrower. The election of any Lender to agree to any such Extension shall not obligate any other Lender to so agree without such other Lender’s consent. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, Commitments subject to the Extension Offer as applicable, offered to be extended by set forth in the Parent Borrower pursuant to such Extension Offernotice, then the Term Loans or Revolving Commitments, as applicable, Commitments of 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.. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Section V and in each other Loan Document shall be deemed to be made 4877- 6131- 2829 v.16 91 and shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the effective date of such Extension, 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 (without duplication of any materiality qualifiers set forth therein) as of such earlier date and except that for purposes of this Section 10.02(b), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iii) L/C Issuer shall have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit at any time during the extended period and (iv) the terms of such Extended Commitments shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be determined by Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Commitment shall be no earlier than the Maturity Date, (ii) there shall be no scheduled amortization prior to the Maturity Date of the loans or reductions of commitments under any Extended Commitments, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans and Borrower and guarantors of the Extended Commitments shall be the same as Borrower and Guarantors with respect to the existing Loans, (iv) the interest rate margin, rate floors, and fees applicable to any Extended Commitment (and the Extended Loans thereunder) shall be determined by Borrower and the applicable extending Lenders, (v) borrowing and prepayment of Extended Loans, or reductions of Extended Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Extended Commitments shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). (d) In connection with any Extension, Borrower, Administrative Agent and each applicable extending Lender shall execute and deliver to Administrative Agent an Extension Amendment and such other documentation as Administrative Agent shall reasonably specify to evidence the Extension. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Commitments as a new tranche of Commitments, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Administrative Agent and Borrower in connection with the establishment of such new tranche (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any tranche), in each case on terms consistent with this Section. 10.03

Amend and Extend Transactions. (a) The Parent Borrower Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans and/or Revolving Credit Commitments to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case and minimum increments of Foreign Currency Loans, the Dollar Equivalent thereof$1,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. 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 AgentAgent and the Company. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Closing Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Class of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”; and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Revolving Credit Commitments”); provided, that (i) the amount Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender to interest rates, rate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clause (vi) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clause (vi)), or reasonably acceptable toshall be determined by the Parent Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class or Class of Revolving Commitments or Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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, (v) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing, (vi) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clause (ii) of this Section 2.19) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable; provided that Extended Term Loans and Extended Revolving Credit Commitments shall not have a shorter Weighted Average Life to Maturity, or more favorable mandatory prepayment and commitment reduction provision, than the Credit Facilities subject to such extension and (vii) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments). In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.19. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and any Swing Line Lender to the extent that such Extension provides for issuance of Letters of Credit by such LC Issuer or the Borrowing of Swing Loans from such Swing Lender at any time during such extended period. Notwithstanding the conversion of any Existing Revolving Commitment Class into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Credit Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04(a) and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

Amend and Extend Transactions. (ai) The Parent Borrower Representative may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or Maturity Date (including, for the avoidance of doubt with respect to Commitments, the termination date thereof) of any Class of Revolving Loans and/or Commitments and/or Term Loans to the extended maturity date or termination date specified in such noticerequest. Such notice shall set forth (iA) the amount of the applicable Class of Revolving Commitments Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans and/or the Incremental Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof25,000,000), and (iiB) the date on which such Extension are is requested to become effective (which shall be not less than 10 5 Business Days nor more than 60 days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender in respect of the applicable any Class of Loans shall be offered (each, 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 in respect of such Class of Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or the Incremental Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or Revolving Commitmentsthe Incremental Term Loans, as applicable, offered requested to be extended by the Parent Borrower Representative pursuant to such Extension Offer, then the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or Revolving Commitmentsthe Incremental Term Loans, as applicable, of Lenders of under 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class of Revolving Loans (and, as applicable, the Commitments and/or Term Loans relating thereto) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $5,000,000 25,000,000 or, in the case of Foreign Currency Loansif less, the Dollar Equivalent thereofremaining outstanding amount of Revolving Commitments and/or Term Loans), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of holding the applicable Class relevant Commitments and/or Loans to be extended 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. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments and/or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class 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) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties contained in Article VI and the other Credit Documents are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) on and as of the effective date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) as of such earlier date, (iii) the L/C Issuers and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, in each case to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period, and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.18(c). (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the ClosingThird Amendment Effective Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17) (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class with a like maturity date (which term, for purposes of this provision, shall also include any term loansClass of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17 or any Class of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Term Loans”; and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Revolving Credit Commitments”); provided, that (i) the amount Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender to interest rates, rate floors, fees, OID, premiums, final maturity date (subject to the following clause (v) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clause (v)), or reasonably acceptable toshall be determined by the Parent Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class of Revolving Commitments and/or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply only to any period after the Latest Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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, (v) the interest rates, rate floors, fees, OID, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clause (ii) of this Section 2.17) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable; provided that (w) Extended Term Loans and Extended Revolving Credit Commitments at the time of establishment thereof shall not have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Credit Facilities subject to such extension, (x) Extended Term Loans and Extended Revolving Credit Commitments shall not have more favorable mandatory prepayment and commitment reduction provision than the Credit Facilities subject to such extension, (y) the final maturity date of any Extended Term Loans shall not be earlier than the maturity date of the Term Loans being extended and (z) the maturity date with respect to any Extended Revolving Credit Commitments shall not be earlier than the maturity date of Revolving Loans (or unused Revolving Commitments) being extended, (vi) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans, (vii) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Commitments) which have more than three (3) different Maturity Dates, (viii) Extended Revolving Credit Commitments and Extended Term Loans shall not be (A) secured by any Lien on any asset other than the Collateral andor (B) guaranteed by any Person other than the Guarantors, (ix) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments), (x)(1) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension; provided that if agreed to by the lenders of such Extension, the references to Event of Default in this clause (x)(1) shall be deemed to refer solely to a Specified Event of Default and (2) the representations and warranties set forth in Article V and in each other Loan 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 Extension (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects); provided that if agreed to by the lenders of such Extension, the representations and warranties in this clause (x)(2) shall be deemed to refer solely to the Specified Representations and (xi) all documentation in respect of such Extension Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.17. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and anythe Swing Line Lender. Notwithstanding the conversion of any Existing Revolving Commitment Class into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04 and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such Extensions (it being understood that no consent of any other Lender shall be required in connection with any such Extension).

Amend and Extend Transactions. (a) The Parent Borrower Representative may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class of Revolving Loans (and, as applicable, the Commitments and/or Term Loans relating thereto) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of holding the applicable Class relevant Commitments and/or Loans to be extended 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. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments and/or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Commitments and/or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class 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) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) on and as of the effective date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Closing Date, the Borrowers and any Lender may agree, by written notice to the Administrative Agent from time to time, request an extension (eacheach such notice, an “ExtensionExtension Notice”) ), to extend the Maturity Date of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans such Lender’s Commitment to the extended maturity or termination date specified in such notice. Such notice shall set forth Extension Notice; provided that (i) the amount of Borrowers shall have offered to all Lenders the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension extension on a pro rata basis and on the same terms and conditions to each such Lender; (ii) no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any such extension; (iii) except as each other Lender to interest rates, fees and final maturity date, the extended Commitments shall have the same terms as the Commitments as of the date of such Class pursuant Extension Notice; (iv) after giving effect to procedures established byany such extension, or there shall be no more than two separate Maturity Dates in effect for all Commitments; and (v) all documentation in respect of such extension shall be consistent with the foregoing and in form and substance reasonably acceptable tosatisfactory to the Administrative Agent and the Borrowers. In connection with any such extension, the Borrowers and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans (calculated on the face amount thereof) extending Lenders, may effect such amendments to this Agreement and the other Credit Documents as may be necessary or Revolving Commitments appropriate, in the reasonable opinion of the Administrative Agent and Xxxxxxxx, to establish new tranches or sub-tranches in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed Commitments so extended and such technical amendments as may be necessary or appropriate in the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of Lenders reasonable opinion of the applicable Class Administrative Agent and Xxxxxxxx in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms consistent with this Section 2.22. Any extension of the Commitments shall be require the consent of each Issuing Bank and the Swingline Lender to the extent that such extension provides for the issuance of Letters of Credit or the borrowing of Swingline Loans at any time during such 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 Offerperiod.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Credit Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) the date on which such Extension Extensions are requested to become effective (which shall be not less than 10 five (5) Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall reasonably agree)) and (iii) identifying the relevant Class of Revolving Credit Commitments and/or Term Loans to which the Extension request relates. 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. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as applicable, of 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.. (b) It shall be a condition precedent to the effectiveness of any Extension that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article 6 and in each other Credit Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the L/C Issuer and the Swingline Lender shall have consented to any Extension of the Revolving Credit Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at

Amend and Extend Transactions. (a) The Parent Borrower a)The Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Loan Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof50,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class of Revolving Loan Commitments and/or Term Loans to which the such Extension request relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to -96- 4159-4780-3173 ​ ​ ​ participate in such Extension on a pro rata basis and on the same terms and conditions as each other Revolving Lender of such Class or Term Lender, as applicable, pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and the Borrower. If the aggregate principal amount of Revolving Loan Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Loan Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of applicable 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.

Amend and Extend Transactions. (a) The Parent Borrower i)The Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class of Revolving Loans (and, as applicable, the Commitments and/or Term Loans relating thereto) to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments Commitments, Term Loans and/or Incremental Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof10,000,000), and (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of holding the applicable Class relevant Commitments and/or Loans to be extended 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. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments, Term Loans (calculated on the face amount thereof) or Revolving Commitments and/or Incremental Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Term Loans or Revolving Commitmentsand/or Incremental Term Loans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving lxxxviii CHAR1\1980830v3 Commitments, Term Loans or Revolving Commitmentsand/or Incremental Term Loans, as applicable, of Lenders of the applicable Class 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.

Amend and Extend Transactions. (ai) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Maturity Date of any Class of Term Loans and Revolving Commitments and/or Term Loans to the extended maturity or termination date Maturity Date specified in such notice. Such notice shall (A) set forth (i) the amount of the applicable Class of Revolving Commitments and/or or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in reasonably acceptable to the case of Foreign Currency Loans, Agent and the Dollar Equivalent thereofBorrower), (iiB) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iiiC) identifying identify the relevant Class of Revolving Commitments and/or or Term Loans to which the such Extension request relates. 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 AgentAgent and the Borrower. If the aggregate principal amount of the Class of Revolving Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of the Class of Revolving Commitments or Term Loans or Revolving Commitments, subject to the Extension Offer as applicable, offered to be extended by set forth in the Parent Borrower pursuant to such Extension Offernotice, then the Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable such 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.

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, Borrower mayand any Term Loan Lender (any such Term Loan Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Term Loan Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Term Loans of a Class (which term, for purposes of this provision, shall also include any Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.20 or any Class of Revolving Commitments and/or Incremental Term Loans Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.20, “Extended Term Loans”); provided, that (i) Borrower shall have offered to all Term Loan Lenders under the amount applicable Term Loan Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Term Loan Lender (each such offer, an “Extension Offer”), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as each the Class or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other Lender covenants and terms that apply to any period after the Final Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.20(a)) applicable to any Extended Term Loans shall be determined by Borrower and the Extending Lenders, (v) before the Final Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Class pursuant Extension Offer (including any Extension Notice any amendment to procedures established bythis Agreement implementing the terms of such Extension Offer (each such amendment, or reasonably acceptable toan “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, Borrower and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans the Extending Lenders of the applicable Extension Series, may effect such amendments (calculated on including any Extension Amendment) to this Agreement and the face amount thereof) other Loan Documents as may be necessary or Revolving Commitments appropriate, in respect the reasonable opinion of which Lenders shall have accepted the relevant Extension Offer shall exceed Administrative Agent and Borrower, to implement the maximum aggregate principal amount terms of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to any such Extension Offer, then including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or Revolving Commitments, as applicable, of Lenders appropriate in the reasonable opinion of the applicable Class shall be Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended ratably up to such maximum amount based and non-extended tranches), in each case on the respective principal amounts (but terms not to exceed actual holdings of record) inconsistent with respect to which such Lenders have accepted such Extension Offerthis Section 2.20.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class Tranche of Revolving Loans and/or Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class Tranche of Revolving Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof50,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class Tranche of Revolving Commitments and/or Term Loans to which the such Extension request relates. Each Lender of the applicable Class Tranche 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 Tranche pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and the Borrower. Each Lender shall determine whether to participate in any Extension in its sole discretion. Failure by a Lender to respond to an Extension Offer in accordance with the procedures set forth therein will be deemed to be a response declining to participate in the applicable Extension. If the aggregate principal amount of Revolving Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class Tranche 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Credit Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) the date on which such Extension Extensions are requested to become effective (which shall be not less than 10 five (5) Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall reasonably agree)) and (iii) identifying the relevant Class of Revolving Credit Commitments and/or Term Loans to which the Extension request relates. 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. If the aggregate principal amount of Term [Credit Agreement] Loans (calculated on the face amount thereof) or Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity of all or termination date a portion of any Class of Revolving Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall it being agreed that no Extension Offer (as defined below) is required to be in any minimum increments of amount or any minimum increment unless the Administrative Agent shall, acting reasonably, require the same (such minimum amount not to be greater than $1,000,000 and 5,000,000); provided that Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount of $5,000,000 or, (to be determined and specified in the case relevant Extension Offer in Borrower’s sole discretion and may be waived by Borrower) of Foreign Currency Loans, the Dollar Equivalent thereofTerm Loans of any or all applicable tranches be tendered), (ii) the date on which such Extension are is requested to become effective (which shall be not less than 10 5 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods period as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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. No Lender shall have any obligation to agree to have any of its Term Loans of any existing Class converted into Extended Term Loans. If the aggregate principal amount of Term Loans (as calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of 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.

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the ThirdFifth Amendment Effective Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17) (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17 or any Class of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Term Loans”; and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Revolving Credit Commitments”); provided that (i) the amount Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender to interest rates, rate floors, fees, OID, premiums, final maturity date (subject to the following clause (v) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clause (v), or reasonably acceptable toshall be determined by the Parent Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class of Revolving Commitments and/or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply only to any period after the Latest Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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, (v) the interest rates, rate floors, fees, OID, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clause (ii) of this Section 2.17) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable; provided that (w) Extended Term Loans and Extended Revolving Credit Commitments at the time of establishment thereof shall not have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Credit Facilities subject to such extension, (x) Extended Term Loans and Extended Revolving Credit Commitments shall not have more favorable mandatory prepayment and commitment reduction provision than the Credit Facilities subject to such extension, (y) the final maturity date of any Extended Term Loans shall not be earlier than the maturity date of the Term Loans being extended and (z) the maturity date with respect to any Extended Revolving Credit Commitments shall not be earlier than the maturity date of Revolving Loans (or unused Revolving Commitments) being extended, (vi) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans, (vii) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Commitments) which have more than three (3) different Maturity Dates, (viii) Extended Revolving Credit Commitments and Extended Term Loans shall not be (A) secured by any Lien on any asset other than the Collateral or (B) guaranteed by any Person other than the Guarantors, (ix) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments), (x)(1) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension; provided that if agreed to by the lenders of such Extension, the references to Event of Default in this clause (x)(1) shall be deemed to refer solely to a Specified Event of Default and (2) the representations and warranties set forth in Article V and in each other Loan 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 Extension (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects); provided that if agreed to by the lenders of such Extension, the representations and warranties in this clause (x)(2) shall be deemed to refer solely to the Specified Representations and (xi) all documentation in respect of such Extension Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.17. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and the Swing Line Lender. Notwithstanding the conversion of any Existing Revolving Commitment Class into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Commitment Class of the applicable Extension Series for purposes of the obligations 115 of a Revolving Lender in respect of Swing Loans under Section 2.04 and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such Extensions (it being understood that no consent of any other Lender shall be required in connection with any such Extension).

Amend and Extend Transactions. (a) The Parent Borrower Company may, by written notice to the Administrative Agent (and, if relating to the Australian Revolving Sub-facility, the Australian Administrative Agent) from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 and an integral multiple of $5,000,000 or, in excess thereof (in each case unless the case of Foreign Currency LoansCompany, the Dollar Equivalent thereofAdministrative Agent and, if applicable, the Australian Administrative Agent otherwise agree)), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent and, if applicable, the Australian Administrative Agent shall agreeagree in its or their sole discretion)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. Each Lender of the applicable Class of Revolving Credit Commitments and/or Term Loans 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 of Revolving Credit Commitments and/or Term Loans pursuant to procedures established by, or reasonably acceptable to, the applicable Facility Administrative AgentAgent and the Company. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of Lenders of the applicable Class Revolving Credit Commitments and/or Term Loans 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.

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Closing Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19, any tranche of Incremental Revolving Loans or any commitments under any Incremental Initial Revolving Facility (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Class of Incremental Term Loans) (the “Existing Term Loan Class”)) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth (i) constitute a separate Class of Term Loans from the amount Class of the applicable Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments and/or from the Class of Revolving Commitments from which they were converted; any Class of Term Loans to be extended (denominated in Dollars the maturity of which shall be have been extended pursuant to this Section 2.19, “Extended Dollar Term Loans”; any Class of Term Loans denominated in minimum increments Euros the maturity of $1,000,000 which shall have been extended pursuant to this Section 2.19, “Extended Euro Term Loans”; and a minimum amount any Class of $5,000,000 orRevolving Commitments the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Revolving Credit Commitments”); provided, that (i) (a) the Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the proposed Extension the opportunity to participate in such Extension, and (b) except as to interest rates, rate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clauses (ii) and (iii) and, in the case of Foreign Currency Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization), the Dollar Equivalent thereofExtended Revolving Credit Commitments or Extended Term Loans shall have covenants, events of default and guarantees which, if not consistent with the terms of the Class of Revolving Commitments or Term Loans that was the subject of such Extension Notice, shall not be more restrictive to the Parent Borrower, when taken as a whole, than the terms of the corresponding the Class of Revolving Commitments or Term Loans that was the subject of such Extension Notice unless (1) Lenders under such corresponding Class also receive the benefit of such more restrictive terms (without any consent being required) or (2) any such provisions apply after the Latest Maturity Date of the corresponding Class; provided that a certificate of an Authorized Officer delivered to the Administrative Agent at least five (5) Business Days prior to the effectiveness of such Extension (or such shorter period of time as the Administrative Agent shall reasonably agree) stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement in this clause (i) shall constitute sufficient evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (ii) the final maturity date on which such Extension are requested to become effective (which of any Extended Term Loans or Extended Revolving Credit Commitments shall be not less no earlier than 10 Business Days nor more than 60 days after the date then Latest Maturity Date applicable to any other Term Loans or Revolving Commitments, respectively, at the time of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and Extension, (iii) identifying the relevant Class of Revolving Commitments and/or any Extended Term Loans to which the Extension request relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to may participate in such Extension on a pro rata basis and or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the same terms and conditions as each other Lender of such Class pursuant to procedures established byapplicable Extension Notice, or reasonably acceptable to, the Administrative Agent. If (iv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer Notice shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension OfferNotice, then the Term Loans or Revolving Commitments, as applicable, 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 OfferNotice, (v) all documentation in respect of such Extension Notice (any amendment to this Agreement implementing the terms of such Extension Notice (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing, (vi) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clauses (i) and (ii) of this Section 2.19) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable and (vii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments). In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such amendments, as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower without the consent of any Lender except as expressly provided for in the immediately succeeding sentence, to implement the terms of any such Extension Notice, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.19. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and any Swing Line Lender to the extent that such Extension provides for issuance of Letters of Credit by such LC Issuer or the Borrowing of Swing Loans from such Swing Line Lender at any time during such extended period. Notwithstanding the conversion of any Existing Revolving Commitment Class (other than a commitment under an Incremental Initial Revolving Facility) into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04(a) and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Maturity Date of the Swing Line Facility and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Third Amendment Effective Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17) (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17 or any Class of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Term Loans”; and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Revolving Credit Commitments”); provided that (i) the amount Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender to interest rates, rate floors, fees, OID, premiums, final maturity date (subject to the following clause (v) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clause (v), or reasonably acceptable toshall be determined by the Parent Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class of Revolving Commitments and/or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply only to any period after the Latest Maturity Date then in effect, (iii) any Extended Term Loans 128 may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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, (v) the interest rates, rate floors, fees, OID, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clause (ii) of this Section 2.17) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable; provided that (w) Extended Term Loans and Extended Revolving Credit Commitments at the time of establishment thereof shall not have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Credit Facilities subject to such extension, (x) Extended Term Loans and Extended Revolving Credit Commitments shall not have more favorable mandatory prepayment and commitment reduction provision than the Credit Facilities subject to such extension, (y) the final maturity date of any Extended Term Loans shall not be earlier than the maturity date of the Term Loans being extended and (z) the maturity date with respect to any Extended Revolving Credit Commitments shall not be earlier than the maturity date of Revolving Loans (or unused Revolving Commitments) being extended, (vi) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans, (vii) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Commitments) which have more than three (3) different Maturity Dates, (viii) Extended Revolving Credit Commitments and Extended Term Loans shall not be (A) secured by any Lien on any asset other than the Collateral or (B) guaranteed by any Person other than the Guarantors, (ix) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments), (x)(1) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension; provided that if agreed to by the lenders of such Extension, the references to Event of Default in this clause (x)(1) shall be deemed to refer solely to a Specified Event of Default and (2) the representations and warranties set forth in Article V and in each other 129 Loan 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 Extension (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects); provided that if agreed to by the lenders of such Extension, the representations and warranties in this clause (x)(2) shall be deemed to refer solely to the Specified Representations and (xi) all documentation in respect of such Extension Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.17. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and the Swing Line Lender. Notwithstanding the conversion of any Existing Revolving Commitment Class into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04 and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such Extensions (it being understood that no consent of any other Lender shall be required in connection with any such Extension).

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, the Borrower mayand any Lender may agree, by written notice to the Administrative Agent from time (each such notice, an “Extension Notice”), to time, request an extension extend (each, an “Extension”) the Maturity Date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any tranche of Revolving Commitments outstanding hereunder pursuant to a previous Amend and Extend Transaction) and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous Amend and Extend Transaction or any Refinancing Term Loan Facility, or any tranche of Incremental Term Loans) to the extended maturity date specified in such Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity or termination date of which shall have been extended pursuant to this Section 12.02, “Extended Term Loans”; and any Class of Revolving Commitments and/or Term Loans the maturity of which shall have been extended pursuant to the extended maturity or termination date specified in such notice. Such notice shall set forth this Section 12.02, “Extended Revolving Credit Commitments”); provided that (i) the amount of Borrower shall have offered to all Lenders under the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in Facility the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each to interest rates, rate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clauses (iii), (iv) and (v) and, in the case of Extended Term Loans, optional and mandatory prepayments (subject to Section 4.09) (including call protection and prepayment premiums) and scheduled amortization (subject to the following clause (v)) (which, subject to the following clauses (iii), (iv) and (v), shall be determined by the Borrower and set forth in the applicable Extension Offer), the Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class of Revolving Commitments or Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other Lender covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) the final maturity date of such Class any Extended Term Loans or Extended Revolving Credit Commitments shall be no earlier than the then Latest Maturity Date applicable to the original Term Loans or Revolving Commitments, respectively, at the time of Extension, (iv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (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 under the applicable Facility not extended pursuant to procedures established bysuch Extension Offer, or reasonably acceptable to, the Administrative Agent. If (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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 Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing,

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date Term Loan Maturity Date of any Class of Revolving Loans and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying identify the relevant Class of Revolving Commitments and/or Term Loans to which the such Extension request relates. 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. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered requested to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of 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 accented such Extension Offer.

Amend and Extend Transactions. (ai) The Parent Borrower Representative may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or Maturity Date (including, for the avoidance of doubt with respect to Commitments, the termination date thereof) of any Class of Revolving Loans and/or Commitments and/or Term Loans to the extended maturity date or termination date specified in such noticerequest. Such notice shall set forth (iA) the amount of the applicable Class of Revolving Commitments Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans and/or the Incremental Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof25,000,000), and (iiB) the date on which such Extension are is requested to become effective (which shall be not less than 10 5 Business Days nor more than 60 days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender in respect of the applicable any Class of Loans shall be offered (each, 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 in respect of such Class of Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or the Incremental Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or Revolving Commitmentsthe Incremental Term Loans, as applicable, offered requested to be extended by the Parent Borrower Representative pursuant to such Extension Offer, then the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or Revolving Commitmentsthe Incremental Term Loans, as applicable, of Lenders of under 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.. (ii) It shall be a condition precedent to the effectiveness of any Extension that (A) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (B) the representations and warranties of the Borrowers and each other Loan Party contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or Material Adverse Effect) on and as of the date of such Extension, 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 (and in all respects if any such representation or warranty is already qualified by materiality or Material Adverse Effect) as of such earlier date, (C) the L/C Issuer and the 71

Amend and Extend Transactions. (a1) The Parent Borrower Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans to the extended with a like maturity date or termination date specified in such noticeRevolving Credit Commitments with a like maturity date. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case 25,000,000 and minimum increments of Foreign Currency Loans, the Dollar Equivalent thereof$5,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. 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 AgentAgent and the Borrowers; provided that no Lender will be required or otherwise obligated to participate in such Extension. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as 103 146960219_6 165457743_4 applicable, of 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.

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, Borrower mayand any Term Loan Lender (any such Term Loan Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Term Loan Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Term Loans of a Class (which term, for purposes of this provision, shall also include any Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.20 or any Class of Revolving Commitments and/or Incremental Term Loans Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.20, “Extended Term Loans”); provided, that (i) Borrower shall have offered to all Term Loan Lenders under the amount applicable Term Loan Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Term Loan Lender (each such offer, an “Extension Offer”), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have substantially similar terms as each the Class or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other Lender covenants and terms that apply to any period after the Final Maturity Date then in effect; provided further that (x) no Extended Terms Loans shall benefit from any guarantee or any security interest not otherwise also guaranteeing or securing, as the case may be, the other Term Loans and (y) the Extended Term Loans shall not effect the validity and/or enforceability of any guaranty of, and/or security interest granted in respect of, any Existing Term Loan Class, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.20(a)) applicable to any Extended Term Loans shall be determined by Borrower and the Extending Lenders, (v) before the Final Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Class pursuant Extension Offer (including any Extension Notice any amendment to procedures established bythis Agreement implementing the terms of such Extension Offer (each such amendment, or reasonably acceptable toan “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, Borrower and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans the Extending Lenders of the applicable Extension Series, may effect such amendments (calculated on including any Extension Amendment) to this Agreement and the face amount thereof) other Loan Documents as may be necessary or Revolving Commitments appropriate, in respect the reasonable opinion of which Lenders shall have accepted the relevant Extension Offer shall exceed Administrative Agent and Borrower, to implement the maximum aggregate principal amount terms of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to any such Extension Offer, then including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or Revolving Commitments, as applicable, of Lenders appropriate in the reasonable opinion of the applicable Class shall be Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended ratably up to such maximum amount based and non-extended tranches), in each case on the respective principal amounts (but terms not to exceed actual holdings of record) inconsistent with respect to which such Lenders have accepted such Extension Offerthis Section 2.20.

Amend and Extend Transactions. (a) The Parent Borrower mayAt any time after the Closing Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timethe Lenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Revolving Commitments of a Class (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19, any Class of Incremental Revolving Loans or any commitments under any Incremental Initial Revolving Facility (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class (which term, for purposes of this provision, shall also include any term loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Class of Incremental Term Loans) (the “Existing Term Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall set forth constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”; and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Revolving Credit Commitments”); provided, that (i) the amount Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) except as each other Lender to interest rates, rate floors, fees, original issue discounts, premiums, final maturity date (subject to the following clause (vi) and, in the case of such Class pursuant Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization) (which, subject to procedures established bythe following clause (vi)), or reasonably acceptable toshall be determined by the Parent Borrower and set forth in the applicable Extension Offer), the Administrative Agent. If Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class or Class of Revolving Commitments or Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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, (v) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing, (vi) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in clause (ii) of this Section 2.19) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable and (vii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Loan Class and the Extended Revolving Credit Commitments Table of Contents of the applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments). In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.19. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and any Swing Line Lender to the extent that such Extension provides for issuance of Letters of Credit by such LC Issuer or the borrowing of Swing Loans from such Swing Lender at any time during such extended period. Notwithstanding the conversion of any Existing Revolving Commitment Class (other than a commitment under an Incremental Initial Revolving Facility) into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Credit Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04(a) and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing 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 Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

Amend and Extend Transactions. (ai) The Parent Borrower Representative may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or Maturity Date (including, for the avoidance of doubt with respect to Commitments, the termination date thereof) of any Class of Revolving Loans and/or Commitments and/or Term Loans to the extended maturity date or termination date specified in such noticerequest. Such notice shall set forth (iA) the amount of the applicable Class of Revolving Commitments Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans and/or the Incremental Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof25,000,000), and (iiB) the date on which such Extension are is requested to become effective (which shall be not less than 10 5 Business Days nor more than 60 days after the date of such requested Extension request (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender in respect of the applicable any Class of Loans shall be offered (each, 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 in respect of such Class of Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or the Incremental Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or Revolving Commitmentsthe Incremental Term Loans, as applicable, offered requested to be extended by the Parent Borrower Representative pursuant to such Extension Offer, then the Revolving Commitments, the Revolving Loans, the Incremental Revolving Loans, the Term Loans or Revolving Commitmentsthe Incremental Term Loans, as applicable, of Lenders of under 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.on

Amend and Extend Transactions. (a) The Parent At any time after the Closing Date, Borrower mayand any Lender (any such Lender, an “Extending Lender”) may agree, by written notice to the Administrative Agent from time for further distribution to timeLenders (each such notice, request an extension “Extension Notice”), to extend (each, an “Extension”) of the maturity or termination date of such Lender’s Loans of a Class (which term, for purposes of this provision, shall also include any Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.18 or any Class of Revolving Commitments and/or Term Loans Incremental Loans) (the “Existing Loan Class”) to the extended maturity or termination date specified in such notice. Such notice Extension Notice and Extension Amendment (each tranche Loans so extended, in each case as well as the original Loans not so extended, being deemed a separate Class; any Extended Loans shall set forth constitute a separate Class of Loans from the Class of Loans from which they were converted; any Class of Loans the maturity of which shall have been extended pursuant to this Section 2.18, “Extended Loans”); provided that (i) Borrower shall have offered to all Lenders under the amount applicable Facility that is the subject of the applicable Class of Revolving Commitments and/or Term Loans to be extended (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in proposed Extension the case of Foreign Currency Loans, the Dollar Equivalent thereof), (ii) the date on which such Extension are requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such Extension request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates. 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 to each such Lender (each such offer, an “Extension Offer”), (ii) subject to clauses (iv) and (v), the Extended Loans shall have substantially similar terms as each the Class or Class of Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other Lender covenants and terms that apply to any period after the Final Maturity Date then in effect; provided, further, that (x) no Extended Terms Loans shall benefit from any guarantee or any security interest not otherwise also guaranteeing or securing, as the case may be, the other Loans and (y) the Extended Loans shall not affect the validity and/or enforceability of any guaranty of, and/or security interest granted in respect of, any Existing Loan Class, (iii) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.18(a)) applicable to any Extended Loans shall be determined by Borrower and the Extending Lenders, (v) before the Final Maturity Date then in effect, the amortization of any Extended Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Loans and (vi) all documentation in respect of such Class pursuant Extension Offer (including any Extension Notice any amendment to procedures established bythis Agreement implementing the terms of such Extension Offer (each such amendment, or reasonably acceptable toan “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, Borrower and the Administrative Agent. If , with the aggregate principal amount approval of Term Loans the Extending Lenders of the applicable Extension Series, may effect such amendments (calculated on including any Extension Amendment) to this Agreement and the face amount thereofother Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (acting at the direction of the Required Lenders) or Revolving Commitments in respect and Borrower, to implement the terms of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to any such Extension Offer, then the Term Loans including any amendments necessary to establish new Classes, tranches or Revolving Commitments, as applicable, of Lenders sub-tranches in respect of the applicable Class shall Extended Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent (acting at the direction of the Required Lenders) and Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended ratably up to such maximum amount based and non-extended tranches), in each case on the respective principal amounts (but terms not to exceed actual holdings of record) inconsistent with respect to which such Lenders have accepted such Extension Offerthis Section 2.18.

Amend and Extend Transactions. (a) The Parent Borrower Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans to the extended with a like maturity date or termination date specified in such noticeRevolving Credit Commitments with a like maturity date. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case 25,000,000 and minimum increments of Foreign Currency Loans, the Dollar Equivalent thereof$5,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. 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 AgentAgent and the Borrowers; provided that no Lender will be required or otherwise obligated to participate in such Extension. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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.. 101 146960219_6

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans Stated Maturity Date to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to be extended the Extension (which request shall be in minimum increments of $1,000,000 1 million and a minimum amount of $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5 million), and (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten Business Days nor more than 60 sixty days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying the relevant Class of ). The Revolving Commitments and/or Term Loans to which the Extension request relates. Each Lender of the applicable Class Lenders 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 Revolving Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and Borrower. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, Commitments subject to the Extension Offer as applicable, offered to be extended by set forth in the Parent Borrower pursuant to such Extension Offernotice, then the Term Loans or Revolving Commitments, as applicable, of Lenders Commitments of the applicable Class Revolving 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 Revolving Lenders have accepted such Extension Offer.. Notwithstanding anything to the contrary in this Agreement, any individual Revolving Lender’s agreement to extend its Revolving Commitments, in whole or in part, pursuant to this Section 2.25 shall be in such Revolving Xxxxxx’s sole discretion. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article III and in each other Loan 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 Extension, (iii) each relevant Issuing Bank shall have consented to any Extension of the Revolving Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit at any time during the extended period and (iv) the terms of such Extended Commitments shall comply with clause (c) of this Section 2.25. 74

Amend and Extend Transactions. (ai) The Parent Borrower Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of any Class of Revolving Commitments and/or Term Loans to the extended with a like maturity date or termination date specified in such noticeRevolving Credit Commitments with a like maturity date. Such notice shall set forth (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to be extended the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in the case 25,000,000 and minimum increments of Foreign Currency Loans, the Dollar Equivalent thereof$5,000,000), (ii) set forth the date on which such Extension are is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such Extension request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which the such Extension request relates. 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 AgentAgent and the Borrowers; provided that no Lender will be required or otherwise obligated to participate in such Extension. If the aggregate principal amount of Revolving Credit Commitments or Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, offered subject to be extended by the Parent Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, of 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.