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. (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 Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance 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 2.28(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extended, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28.

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. (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 Section 4 of the Borrower and in each other Loan Document Party contained in Article V 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 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 as of such earlier date, (iii) the Issuing Lenders L/C Issuer and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, Commitments to the extent that such extension Extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and period, (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c)2.17(c) and (v) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agent. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and be set forth in an Additional Credit Extension Amendment; provided that provided, that, (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date Maturity Date of the Class of Term Loans or Revolving Commitments being extendedsubject to such Extension Offer, (ii)(Aii) there shall be no scheduled amortization of the 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 Class of Term Loans being extendedCommitments, (iii) the any Extended Revolving Loans and the Extended Term Loans will shall (A) rank pari passu in right of payment and with respect to security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and being extended, (B) none of be Guaranteed by the obligors or guarantors same Guarantors that guarantee the Revolving Loans being extended and (C) be secured by the Collateral on an equal and ratable basis with respect thereto shall be a Person that is not a Loan Partythe Revolving Loans being extended, and (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iviii) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Notwithstanding anything herein to the contrary, 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 appropriateappropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, Commitments and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit any L/C Obligations or obligations under Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.17).

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 as to 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. Lender; (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 or after giving effect to any such Extensionextension; (c) except as to interest rates, (ii) fees and final maturity date, the representations and warranties set forth in Section 4 and in each other Loan Document extended Commitments shall be true and correct in all material respects on and have the same terms as the Commitments as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and Notice; (iv) the terms of after giving effect to any such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedextension, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (B) the weighted average life to maturity of the Extended Term Loans shall be no shorter more than the remaining weighted average life to maturity of the Class of Term Loans being extended, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu two separate Maturity Dates in right of payment and with respect to security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security effect for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving all Commitments, as applicable ; and (v) to the extent the terms all documentation in respect of the Extended Term Loans or the Extended Revolving Commitments are inconsistent such extension shall be consistent with the terms set forth herein (except as set forth foregoing and in clauses (i) through (iv) above), such terms shall be reasonably form and substance satisfactory to the Administrative Agent. (d) Agent and the Borrowers. In connection with any Extensionsuch extension, the Borrowers, Borrowers and the Administrative Agent and each applicable Agent, with the approval of the extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment mayLenders, without the consent of any other Lender, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerAgent, to implement establish new tranches or sub-tranches in respect of the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, so extended and such other 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 Class tranches or tranche sub-tranches (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranchetranches), in each case on terms not inconsistent consistent with this Section 2.2810.23. Any extension of the Commitments shall require the consent of each L/C Issuer, the Swing Line Lender and the Alternative Currency Fronting Lender to the extent that such extension provides for the issuance of Letters of Credit, the borrowing of Swing Line Loans or the extension of credit in an Alternative Currency at any time during such extended period.

Amend and Extend Transactions. (a1) The Parent Borrower Open Text 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 Repayment Date of any Class of Revolving Advance and Commitments and/or Term Loans to the extended maturity or termination date specified in such notice. Such notice shall shall: (a) 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 U.S. $1,000,000 and a minimum amount of U.S. $5,000,000 or, in the case of Foreign Currency Loans, the Dollar Equivalent thereof5,000,000), ; (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 (or such longer or shorter periods as the Administrative Agent shall agree)); and (c) 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 Open Text 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. (b2) It shall be a condition precedent to the effectiveness of any Extension that (ia) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (iib) the representations and warranties set forth in Section 4 Article 5 and in each other Loan Credit Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (ivc) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c2.13(3). (c3) The terms of each Extension shall be determined by the Parent Borrower Open Text and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (ia) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedLoan Repayment Date, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (Bb) 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 Class of existing Term Loans being extendedLoans, (iiic) the Extended Revolving Loans and the Extended Term Loans will rank pari passu (or more junior) in right of payment and with respect to security with the Revolving Term Loans and the borrower and guarantors of the Extended Term Loans and (A) there Loans, shall be no additional Collateral the same as the Borrower and Guarantors with respect thereto not constituting security for to the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Term Loans, (ivd) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) Loan shall be determined by the Parent Borrower Open Text and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable extending Lender and (ve) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (ia) through (ivd) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d4) In connection with any Extension, the BorrowersOpen Text, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerOpen Text, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower Open Text in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Term Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.13).

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 Commitments that will be subject to the applicable Class of Revolving Commitments and/or Term Loans to be extended 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 Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of the applicable Class The 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 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 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 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. Notwithstanding anything to the contrary in this Agreement, any individual Lender’s agreement to extend its Commitments, in whole or in part, pursuant to this Section 2.25 shall be in such Lender’s sole discretion. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 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) the each relevant Issuing Lenders and the Swingline Lender Bank shall have consented to any Extension of the Revolving Commitments, to the extent that such extension 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 clause (c) of this Section 2.28(c)2.25. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided provided, that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedStated Maturity Date, (ii)(Aii) 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 Class of Term Loans being extendedCommitments, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and security with the existing 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 security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts margin and premiums any fees applicable to any Extended Term Loans or Extended Revolving Commitments Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to 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 extent other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) any other terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agentherein. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or separate tranche of Term Loans or Revolving Commitments, as applicable, Commitments and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.25.

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. (b) . It shall be a condition precedent to the effectiveness of any Extension that (ia) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (iib) the representations and warranties set forth in Section 4 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 ExtensionExtension 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, (iiiin which event such representation or warranty shall be true and correct in all material respects as of such specific date) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (ivc) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c2.24(b). (cb) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date Maturity Date of the Class of Term Loans or Revolving Commitments being extended, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (Bii) 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 Class of Term Loans being 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 Revolving existing Loans and the borrower and guarantors of the Extended Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations same as the borrower and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyto the Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) Loan shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable extending Lender and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be identical to the existing Loans or otherwise reasonably satisfactory to the Administrative Agent. (dc) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class class or tranche of Term Loans or Revolving CommitmentsLoans, as applicable, and such other 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 Class class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche)tranches, in each case on terms not inconsistent consistent with this Section 2.282.24). (d) This Section 2.24 shall supersede anything in Section 10.09 to the contrary.

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 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 thereof5,000,000), (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 (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 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 CommitmentsLoans, 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 such Extension Offer. The Borrower may effect no more than four Extensions pursuant to this Section 2.23. (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 Section 4 Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, Extension and (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance 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 2.28(c2.23(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date Latest Maturity Date at the time of the Class of Term Loans or Revolving Commitments being extendedextension, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (Bii) 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 Class of existing Term Loans being extendedextended thereby, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu (or more junior) in right of payment payment, guarantee and with respect to security with the Revolving existing Term Loans and the borrower and guarantors of the Extended Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations same as the borrower and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyto the existing Term Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) Loan shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable extending Lender and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicableLoans, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranchetranches), in each case on terms not inconsistent consistent with this Section 2.282.23).

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 Maturity Date to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of Commitments that will be subject to the applicable Class of Revolving Commitments and/or Term Loans to be extended 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 (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 The 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 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 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 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) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 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) the each relevant Issuing Lenders and the Swingline Lender Bank shall have consented to any Extension of the Revolving Commitments, to the extent that such extension 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 Credit Commitments and Extended Term Loans shall comply with clause (c) of this Section 2.28(c)2.22. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided provided, that (i) the final maturity date of any Extended Term Loan or Extended Revolving Credit Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedMaturity Date, (ii)(Aii) 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 Class of Term Loans being extendedCredit Commitments, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and security with the existing Loans and the borrower, guarantors and collateral of the Extended Revolving Credit Commitments shall be the same as the borrower, Guarantors and Collateral with respect to security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts margin and premiums any fees applicable to any Extended Term Loans or Extended Revolving Commitments Credit Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to borrowing and prepayment of Extended Loans, or reductions of Extended Revolving Credit Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the extent other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Extended Term Loans or the Extended Revolving Credit Commitments are inconsistent with shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agentherein. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Credit Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, Commitments and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.22.

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) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 contained in Section 4 Article VI and in each the other Loan Document shall be 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 Issuing Lenders 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 Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period period, and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c2.18(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Maturity Date for the Revolving Commitments so extended or termination date of the Class of Term Loans or Revolving Commitments being so extended, as applicable, (ii)(Aii) (A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments 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 Class of Term Loans being 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 (A) there the borrower and guarantors of the Extended Revolving Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrower and Guarantors with respect thereto not constituting security for to the Obligations existing Revolving Loans and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Term Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to the extent the terms of the Extended Revolving Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as Amendment. Notwithstanding anything to the contrary in Section 11.01, the Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Credit Agreement and the other Credit Documents shall reasonably specify be amended by, any Extension Amendment entered into in connection with any Extension to evidence 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 Credit Agreement and the other Credit Documents consistent with the provisions and intent of such Extension, and (iii) effect such other amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each ExtensionExtension Amendment. Any Additional Credit The effectiveness of any Extension Amendment mayshall be subject to the receipt by the Administrative Agent of (A) to the extent requested by the Administrative Agent, without customary opinions of legal counsel to the consent of any other LenderCredit Parties, effect such amendments addressed to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and each Lender (including each Person providing any portion of such Extension) dated as of the Parent Borrower, to implement the terms effective date of any such Extension, including any amendments and (ii) such other documents and certificates it may reasonably request relating to the necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicableauthority for such Extension, and such any other technical amendments as may be necessary or appropriate matters relevant thereto, all in the reasonable opinion of form and substance reasonably satisfactory to the Administrative Agent and the Parent Borrower in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28Agent.

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 Section 4 Article 6 and in each other Loan Credit Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders 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 any time during the extended period and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c2.19(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Credit Commitments being extended, (ii)(Aii) (A) there shall be no scheduled amortization or mandatory commitment reduction of the Extended Revolving Commitments and (B) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of Term Loans being 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 Revolving Credit Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for guaranteed by the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan PartyGuarantors, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable applicable, (v) none of the obligors or guarantors with respect to such Extended Term Loans or Extended Revolving Commitments shall be a Person that is not a Credit Party and (vvi) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (ivv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit amendment (an “Extension Amendment Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Credit 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, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Credit Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or trancheClass), in each case on terms not inconsistent with this Section 2.282.19).

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 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. (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 contained in Section 4 6 and in each the other Loan Document Documents shall be true and correct in all material respects (or, in all respects, if already qualified by materiality) 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 (or, in all respects, if already qualified by materiality) as of such earlier date, (iii) the Issuing Lenders Bank and the Swingline Swing Line Lender shall have consented to any Extension of the Revolving Commitments, Commitments to the extent that such extension Extension provides for the issuance of Letters of Credit or making of Swingline 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 2.28(c2.19(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and be set forth in an Additional Credit Extension Amendment; Amendment; provided that (i) the final maturity date of any Extended Revolving Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Revolving Commitment Termination Date or termination date of the Class of Term Loans or Revolving Commitments being extendedLoan A Maturity Date, respectively, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (B) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of Term Loans being extendedLoans, (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 Revolving Loans and the Term Loans being extended and (A) there the borrower and guarantors of the Extended Revolving Commitments or Extended Term Loans, as applicable, shall be no additional Collateral with respect thereto not constituting security for the Obligations same as the borrower and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyto the Revolving Loans or applicable Term Loans being extended, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable extending Lenders and (v) to the extent the terms of the Extended Revolving Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the such Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Notwithstanding anything herein to the contrary, any Additional Credit 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 appropriateappropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Revolving Commitments or Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans revolving commitments or Revolving Commitmentsterm loans, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in any obligations under Swing Line Loans or Letters of Credit or Swingline Loans (including Letter of Credit Obligations) upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.19).

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 of any Class of Revolving Commitments and/or Term Loans Loan 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 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 thereof), 10,000,000) and (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 the relevant Class of Revolving Commitments and/or Term Loans to which the Extension request relates). Each Term Loan 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 Term Loan 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 Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of 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 Term Loans or Revolving Commitments, as applicable, of Lenders of the applicable Class Term Loan 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 Term Loan Lenders have accepted such Extension Offer. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 Article VII 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, and (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance 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 2.28(c)paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Term Loan Lenders and set forth in an Additional Credit Extension Amendmentamendment to this Agreement effecting such Extension; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedLoan Maturity Date, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (Bii) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of existing Term Loans being extendedLoans, (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 (A) there the borrower and guarantors of the Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrower and Guarantors with respect thereto not constituting security for to the Obligations existing Revolving Loans and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan PartyTerm Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such applicable extending Term Loan Lenders, (v) the Extended Term Loans may participate on a pro rata or Extended Revolving Commitments, as applicable less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans and (vvi) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with Loans, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (ivv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Term Loan Lender shall execute and deliver to the Administrative Agent an Additional Credit amendment to this Agreement effecting such Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Term Loan Lender as to the effectiveness of each Extension. Any Additional Credit amendment to this Agreement effecting such Extension Amendment may, without the consent of any other Term Loan Lender or any Revolving Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving CommitmentsLoans, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranchetranches), in each case on terms not inconsistent consistent with this Section 2.28Section.

Amend and Extend Transactions. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, 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) 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 shall be in minimum increments of $1,000,000 500,000 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 Business Days thirty (30) 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 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 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 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 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. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 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, Extension and (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance 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 clause (d) of this Section 2.28(c2.14. (c) The Borrower shall have the right to replace each Lender that determines not to so extend its maturity date (a “Non-Extending Lender”) with, and add as “Term Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 10.13; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the existing Maturity Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Term Lender, its Commitment shall be in addition to any other Commitment of such Lender hereunder on such date). (cd) The terms of each Extension shall be determined by the Parent Administrative Agent, the Borrower and the applicable extending Extending Lenders and set forth in an Additional Credit amendment to this Agreement (an “Extension Amendment”); provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extended, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (Bii) 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 Class of Term Loans being 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 Revolving existing Term Loans and the borrower and guarantors of the Extended Term Loans and (A) there shall be no additional Collateral the same as the Borrower and Guarantors with respect thereto not constituting security for to the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Term Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such applicable Extending Lenders, (v) the Extended Term Loans may participate on a pro rata or Extended Revolving Commitments, as applicable less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Class of Term Loans and (vvi) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (ivv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (de) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranchetranches), in each case on terms not inconsistent consistent with this Section 2.282.14. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

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. (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 Section 4 Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders each L/C Issuer and the Swingline Lender shall have consented to any Extension of the Multicurrency Revolving Credit Commitments, to the extent that such extension provides for the issuance 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 2.28(c2.14(c). (c) The terms of each Extension shall be determined by the Parent Borrower Company and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class tranche of Term Loans or Revolving Credit Commitments being extended, (ii)(A) there shall be no scheduled amortization of the 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 Class tranche of Term Loans being 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 Revolving Credit Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower Company and the lenders Lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable applicable, and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent BorrowerCompany, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Credit Commitments, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower Company in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.282.14).

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. (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 Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(cExtension Offer (each such amendment, an “Extension Amendment”). (c) The terms of each Extension shall be determined by consistent with the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedforegoing, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (ivv) the interest rate marginrates, rate floors, fees, original issue discounts discounts, premiums, final maturity date and premiums optional and mandatory prepayments (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 (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable and (vvi) to all Borrowings under the extent applicable Revolving Commitments (i.e., the terms of the Extended Term Loans or Existing Revolving Commitment Class and the Extended Revolving Credit Commitments are inconsistent with of the terms set forth herein applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except as set forth in clauses for (iI) through payments of interest and fees at different rates on Extended Revolving Credit Commitments (ivand related outstandings) aboveand (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments), such terms shall be reasonably satisfactory to the Administrative Agent. (d) . In connection with any such Extension, the Borrowers, Borrower and the Administrative Agent and each Agent, with the approval of the Extending Lenders of the applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment maySeries, without the consent of any other Lender, 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 ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans new Classes, tranches or Extended sub-tranches in respect of the Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, so extended and such other 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 Class tranches or tranche sub-tranches (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any Class tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.282.19. 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” 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. (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 Section 4 Article 3 and in each other Loan Credit Document shall be true and correct in all material respects on and as of the date of such Extension, Extension and (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) the terms of such Extended Revolving L/C Commitments and Extended Term Loans shall comply with Section 2.28(c2.26(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving L/C Commitment shall be no earlier than the maturity or termination date of then Latest Maturity Date applicable to the Class of original Term Loans or Revolving Commitments being extendedL/C Commitments, respectively, at the time of Extension, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and L/C Commitments, (B) the weighted average life Weighted Average Life to maturity Maturity of the any Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of Term Loans being extendedunder the applicable Credit Facility not extended pursuant to such Extension Offer and (C) 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, (iii) the L/C Disbursements pursuant to such Extended Revolving Loans L/C Commitments and the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Credit Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving L/C Commitments (and the Extended Revolving Loans thereunderletters of credit issued pursuant thereto) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving L/C Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving L/C Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Credit 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 ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans or Extended Revolving L/C Commitments as a new Class or tranche of Term Loans or Revolving Incremental L/C Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.282.26). (e) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series or the Extended L/C Commitments of a given Extension Series, in each case to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Credit Documents (each, a “Corrective Extension Amendment”) within 15 days following the determination of such error, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the existing Term Loan Class or existing L/C Commitments, as the case may be, in such amount as is required to cause such Lender to hold Extended Term Loans or Extended L/C Commitments (and related letters of credit and L/C Disbursements) of the applicable Extension Series into which such other Term Loans or L/C Commitments were initially converted, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree, and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.26(d). (f) This Section 2.26 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

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. , (bviii) It all documentation in respect of such Extension Offer (including any Extension Notice) shall be a condition precedent to consistent with 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 Extensionforegoing, (iiix) the representations and warranties set forth in Section 4 and in each other Loan Document any applicable Minimum Extension Condition shall be true and correct in all material respects on and as of satisfied unless waived by the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period Borrower and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extended, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (ivx) the interest rate marginmargin (or if applicable, rate floors, commitment fees, original issue discounts and premiums ) applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall will be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) Loans. In connection with any Extensionsuch extension, the Borrowers, Borrower and the Administrative Agent and each applicable Agent, with the approval of the extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment mayLenders, without the consent of any other Lender, may effect such amendments to this Agreement and the other Loan Transaction Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement establish new tranches or sub-tranches in respect of the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new of the applicable Class or tranche of Term Loans or Revolving Commitments, as applicable, so extended and such other 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 Class tranches or tranche sub-tranches (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranchetranches), in each case on terms not inconsistent with this Section 2.282.19. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 and (ii) any Extension Offer is required to be in a minimum amount of $25,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans of the applicable Class of any or all applicable tranches accept the applicable Extension Offer. (c) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19. (d) This Section 2.19 shall supersede any provisions in Section 2.15 or Section 9.02 to the contrary.

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. (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 Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(cExtension Offer (each such amendment, an “Extension Amendment”). (c) The terms of each Extension shall be determined by consistent with the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedforegoing, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (ivv) the interest rate marginrates, rate floors, fees, original issue discounts discounts, premiums, final maturity date and premiums optional and mandatory prepayments (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 (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable and (vvi) to all Borrowings under the extent applicable Revolving Commitments (i.e., the terms of the Extended Term Loans or Existing Revolving Commitment Class and the Extended Revolving Credit Commitments are inconsistent with of the terms set forth herein applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except as set forth in clauses for (iI) through payments of interest and fees at different rates on Extended Revolving Credit Commitments (ivand related outstandings) aboveand (II) repayments required upon the applicable Maturity Date of the non-extending Revolving Commitments), such terms shall be reasonably satisfactory to the Administrative Agent. (d) . In connection with any such Extension, the Borrowers, Borrower and the Administrative Agent and each Agent, with the approval of the Extending Lenders of the applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment maySeries, without the consent of any other Lender, 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 ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans new Classes, tranches or Extended sub-tranches in respect of the Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, so extended and such other 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 Class tranches or tranche sub-tranches (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any Class tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.282.19. 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 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. (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 Section 4 Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, unless otherwise agreed among the Borrower, the Administrative Agent and each applicable extending Lender, (iii) the Issuing Lenders and the Swingline Lender Bank shall have consented to any Extension of the Revolving Credit Commitments, to the extent that such extension Extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) the terms of such Extended Revolving Credit Commitments and Extended Term Loans shall comply with Section 2.28(c2.25(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders Lender and set forth in an Additional amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement of this Agreement) providing for Extended Term Loans and/or Extended Revolving Credit Extension AmendmentCommitments pursuant to this Section 2.25; provided that (i) the final maturity date of any Extended Revolving Credit Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Revolving Credit Maturity Date or termination date of the Class of Term Loans or Revolving Commitments being extendedLoan Maturity Date, respectively, (ii)(Aii) (A) there shall be no scheduled amortization of the Extended Revolving Credit 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 Class of existing Term Loans being extendedLoans, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu (or junior) in right of payment and with respect to security with the existing Revolving Loans and the Term Loans and (A) there the borrower and guarantors of the Extended Revolving Credit Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrower and Subsidiary Guarantors with respect thereto not constituting security for to the Obligations and (B) none of the obligors existing Revolving Loans or guarantors with respect thereto shall be a Person that is not a Loan PartyTerm Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments Credit Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loan shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable extending Lender and (v) to the extent the terms of the Extended Revolving Credit Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement of this Agreement) providing for Extended Term Loans and/or Extended Revolving Credit Extension Amendment Commitments pursuant to this Section 2.25 and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension, including, without limitation, amendments to the Mortgages, datedown endorsements to the title policies, flood zone determinations and the other deliverables, pursuant to Section 4.02(g). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement of this Agreement) providing for Extended Term Loans and/or Extended Revolving Credit Extension Amendment Commitments pursuant to this Section 2.25 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Revolving Credit Commitments or Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans L/C Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.25).

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. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 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, (iii) the Issuing Lenders and the Swingline Lender L/C Issuer shall have consented to any Extension of the Revolving Credit Commitments, to the extent that such extension 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 Credit Commitments and Extended Term Loans shall comply with Section 2.28(c)paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Parent applicable Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Credit Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Revolving Credit Maturity Date or termination date of the Class of Term Loans or Revolving Commitments being extendedA Loan Maturity Date, respectively, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Credit 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 Class of existing Term Loans being extendedA Loans, (iii) the Extended Revolving Credit Loans and the Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the existing Term A Loans and (A) there the borrower and guarantors of the Extended Revolving Credit Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the applicable Borrower and Guarantors with respect thereto not constituting security for to the Obligations and (B) none of the obligors existing Revolving Credit Loans or guarantors with respect thereto shall be a Person that is not a Loan PartyTerm A Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments Credit Commitment (and the Extended Revolving Credit Loans thereunder) and Extended Term Loans shall be determined by the Parent applicable Borrower and the lenders providing such applicable extending Lenders, (v) (A) the Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term A Loans and (B) borrowing and prepayment of Extended Revolving Credit Loans, or reductions of Extended Revolving Credit Commitments, as applicable and participation in Letters of Credit, shall be on a pro rata basis with the other Revolving Credit Loans or Revolving Credit Commitments (other than upon the maturity of the non-extended Revolving Credit Loans and Revolving Credit Commitments) and (vvi) to the extent the terms of the Extended Revolving Credit Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with Loans, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (ivv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowersapplicable Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent applicable Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments or Extended Term Loans or Extended Revolving Commitments as a new Class class or tranche of Revolving Credit Commitments or Term Loans or Revolving CommitmentsA Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower in connection with the establishment of such new Class class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes classes or tranches and to provide for the reallocation of participation in Letters of Revolving Credit or Swingline Loans Exposure upon the expiration or termination of the commitments under any Class class or tranche), in each case on terms not inconsistent consistent with this Section 2.2811.02.

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 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 Section 4 Article 6 and in each other Loan Credit Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders 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 any time during the extended period and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c).at (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Credit Commitments being extended, (ii)(Aii) (A) there shall be no scheduled amortization or mandatory commitment reduction of the Extended Revolving Commitments and (B) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of Term Loans being 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 Revolving Credit Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for guaranteed by the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan PartyGuarantors, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable applicable, (v) none of the obligors or guarantors with respect to such Extended Term Loans or Extended Revolving Commitments shall be a Person that is not a Credit Party and (vvi) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (ivv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit amendment (an “Extension Amendment Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Credit 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, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Credit Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or trancheClass), in each case on terms not inconsistent with this Section 2.282.

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 as to 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. Lender; (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 or after giving effect to any such Extensionextension; (c) except as to interest rates, (ii) fees and final maturity date, the representations and warranties set forth in Section 4 and in each other Loan Document extended Commitments shall be true and correct in all material respects on and have the same terms as the Commitments as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and Notice; (iv) the terms of after giving effect to any such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedextension, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (B) the weighted average life to maturity of the Extended Term Loans shall be no shorter more than the remaining weighted average life to maturity of the Class of Term Loans being extended, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu two separate Maturity Dates in right of payment and with respect to security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security effect for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving all Commitments, as applicable ; and (v) to the extent the terms all documentation in respect of the Extended Term Loans or the Extended Revolving Commitments are inconsistent such extension shall be consistent with the terms set forth herein (except as set forth foregoing and in clauses (i) through (iv) above), such terms shall be reasonably form and substance satisfactory to the Administrative Agent. (d) Agent and the Borrowers. In connection with any Extensionsuch extension, the Borrowers, Borrowers and the Administrative Agent and each applicable Agent, with the approval of the extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment mayLenders, without the consent of any other Lender, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerAgent, to implement establish new tranches or sub-tranches in respect of the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, so extended and such other 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 Class tranches or tranche sub-tranches (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranchetranches), in each case on terms not inconsistent consistent with this Section 2.2810.23. Any extension of the Commitments shall require the consent of each L/C Issuer, the Swing Line Lender and the Alternative Currency Fronting Lender to the extent that such extension provides for the issuance of Letters of Credit, the borrowing of Swing Line Loans or the extension of credit in an Alternative Currency at any time during such extended period.

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. (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 Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(cExtension Offer (each such amendment, an “Extension Amendment”). (c) The terms of each Extension shall be determined by consistent with the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedforegoing, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (ivv) the interest rate marginrates, rate floors, fees, original issue discounts discounts, premiums, final maturity date and premiums optional and mandatory prepayments (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 (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable and (vvi) to all Borrowings under the extent applicable Revolving Commitments (i.e., the terms of the Extended Term Loans or Existing Revolving Commitment Class and the Extended Revolving Credit Commitments are inconsistent with of the terms set forth herein applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except as set forth in clauses for (iI) through payments of interest and fees at different rates on Extended Revolving Credit Commitments (ivand related outstandings) aboveand (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments), such terms shall be reasonably satisfactory to the Administrative Agent. (d) . In connection with any such Extension, the Borrowers, Borrower and the Administrative Agent and each Agent, with the approval of the Extending Lenders of the applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment maySeries, without the consent of any other Lender, 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 ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans new Classes, tranches or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other technical amendments as may be necessary or appropriate sub-tranches in the reasonable opinion respect of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28.Revolving

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 Section 4 Article 6 and in each other Loan Credit Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders 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 any time during the extended period and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c2.19(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Credit Commitments being extended, (ii)(Aii) (A) there shall be no scheduled amortization or mandatory commitment reduction of the Extended Revolving Commitments and (B) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent.108 1010279941v18 (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit amendment (an “Extension Amendment Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Credit 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, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Credit Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or trancheClass), in each case on terms not inconsistent with this Section 2.282.

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. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 contained in Section 4 Article VI and in each the other Loan Document shall be Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) 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 (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 2.18(b)(ii), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, (iii) the Issuing Lenders L/C Issuer and the Swingline Swing Line Lender shall have consented to any Extension of the Revolving A Commitments or the Revolving B Commitments, as applicable, in each case to the extent that such extension Extension provides for the issuance or extension of Letters of Credit or making of Swingline Swing Line Loans at any time during the extended period period, and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c2.18(c). (c) The terms of each Extension shall be determined by the Parent Borrower Company and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Maturity Date for the Revolving Commitments so extended or termination date of the Class of Term Loans or Revolving Commitments being Incremental 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 Commitments, and (B) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of Term Loans being or Incremental 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, the existing Term Loans and the existing Incremental Term Loans and (A) there the borrower and guarantors of the Extended Revolving Credit Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrower and Guarantors with respect thereto not constituting security for to the Obligations and (B) none of existing Revolving Loans, the obligors existing Term Loans or guarantors with respect thereto shall be a Person that is not a Loan Partythe existing Incremental Term Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments Credit Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower Company and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to the extent the terms of the Extended Revolving Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersCompany, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as Amendment. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall reasonably specify be amended by, any Extension Amendment entered into in connection with any Extension to evidence the Extension. The extent (and only to the extent) the Administrative Agent shall promptly notify each Lender as deems necessary in order to (i) reflect the effectiveness existence and terms of each such Extension. Any Additional Credit Extension Amendment may, without (ii) make such other changes to this Agreement and the consent other Loan Documents consistent with the provisions and intent of any other Lendersuch 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 and the Parent BorrowerAgent, to implement effect the terms provisions of this Section 2.18. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. The effectiveness of any such ExtensionExtension Amendment shall be subject to the receipt by the Administrative Agent of (A) to the extent requested by the Administrative Agent, including any amendments necessary customary opinions of legal counsel to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitmentsthe Loan Parties, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of addressed to the Administrative Agent and the Parent Borrower in connection with the establishment each Lender (including each Person providing any portion of such new Class or tranche (including to preserve the pro rata treatment Extension) dated as of the extended effective date of such Extension, and non-extended Classes or tranches (ii) such other documents and certificates it may reasonably request relating to provide the necessary authority for such Extension, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28Administrative 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 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 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 ExtensionNotice, (iiv) the representations and warranties set forth all documentation in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date respect of such Extension, Extension Notice (iii) the Issuing Lenders and the Swingline Lender shall have consented any amendment to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) this Agreement implementing the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(cExtension Notice (each such amendment, an “Extension Amendment”). (c) The terms of each Extension shall be determined by consistent with the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedforegoing, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (ivvi) the interest rate marginrates, rate floors, fees, original issue discounts discounts, premiums, final maturity date, optional and premiums 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 (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable and (vvii) to all borrowings under the extent applicable Revolving Commitments (i.e., the terms of the Extended Term Loans or Existing Revolving Commitment Class and the Extended Revolving Credit Commitments are inconsistent with of the terms set forth herein applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except as set forth in clauses for (iI) through payments of interest and fees at different rates on Extended Revolving Credit Commitments (ivand related outstandings) aboveand (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments), such terms shall be reasonably satisfactory to the Administrative Agent. (d) . In connection with any such Extension, the Borrowers, Parent Borrower and the Administrative Agent and each Agent, with the approval of the Extending Lenders of the applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment maySeries, without the consent of any other Lender, may effect such amendments (including any Extension Amendment) to this Agreement and the other Loan Documents 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 BorrowerBorrower without the consent of any Lender except as expressly provided for in the immediately succeeding sentence, to implement the terms of any such ExtensionExtension Notice, including any amendments necessary to establish Extended new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, so extended and such other 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 Class tranches or tranche sub-tranches (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any Class tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.282.19. 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. (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. (bii) It The following shall be a condition conditions precedent to the effectiveness of any Extension that Extension: (iA) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (iiB) the representations and warranties set forth in Section 4 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 correct in all respects) on and as of the effective date of such ExtensionExtension except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (iiiC) the Issuing Lenders Banks and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and (ivD) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with subclause (iii) of this Section 2.28(c12.6.(g). Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Commitments or Loans of any Lender be extended pursuant to this Section 12.6.(g). unless such Lender affirmatively accepts in writing the applicable Extension Offer, it being understood and agreed that a failure by a Lender to respond to any such Extension Offer shall be deemed to be a rejection by such Lender of such Extension Offer. (ciii) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extended, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28.the

Amend and Extend Transactions. (a) The Parent Borrower Not more than once during the term of this Agreement, Timken may, by written notice to the Co-Administrative Agent from time to timeAgents, 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 noticeMaturity Date for one (1) additional year. Such notice shall set forth (i) the amount of the applicable Class of Revolving Aggregate 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 (or such longer or shorter periods as the Co-Administrative Agent Agents 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 Co-Administrative AgentAgents. 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 the 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 the Commitments requested to be extended by the Parent Borrower Timken 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. (b) It shall be a condition precedent to the effectiveness of any such 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, giving effect to the Additional Credit Extension Amendment, (ii) the representations and warranties set forth of Timken contained in Section 4 Article VI (other than Sections 6.05(c), 6.06 and in each 6.09) or any other Loan Document Document, or which are contained in any document furnished by Timken at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as qualified thereby) 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 as of such earlier date, and except that for purposes of this Section 2.18, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, (iii) the Issuing Lenders L/C Issuer and the Swingline Swing Line Lender shall have consented to any such Extension of the Revolving Commitments, Commitments to the extent that such extension Extension provides for the issuance of Letters of Credit or making of Swingline 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 2.28(c2.18(c). (c) The terms of each such Extension shall be determined by the Parent Borrower Timken and the applicable extending Lenders and shall be set forth in an Additional Credit Extension Amendment; provided that provided, that, (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedMaturity Date, (ii)(Aii) there shall be no scheduled amortization of the 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 Class of Term Loans being extendedCommitments, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment with the Loans being extended and the borrowers and guarantors of the Extended Commitments shall be the same as the borrowers and guarantors with respect to security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partybeing extended, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower same as those in effect immediately prior to such Extension, unless Timken and the lenders providing applicable extending Lender(s) agree to amend any such Extended Term Loans or Extended Revolving Commitmentsterms, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Co-Administrative AgentAgents. (d) In connection with any such Extension, the BorrowersTimken, the Co-Administrative Agent Agents and each applicable extending Lender shall execute and deliver to the Co-Administrative Agent Agents an Additional Credit Extension Amendment and such other documentation, including opinions of counsel and other documentation as consistent with the conditions in Section 5.01, all to the extent reasonably requested by the Co-Administrative Agent shall reasonably specify Agents or the other parties to evidence the Extensionsuch Additional Credit Extension Amendment. The Co-Administrative Agent Agents shall promptly notify each Lender as to the effectiveness of each such Extension. Any Notwithstanding anything herein to the contrary, such Additional Credit 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 appropriateappropriate (but only to such extent), in the reasonable opinion of the Co-Administrative Agent Agents and the Parent BorrowerTimken, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, revolving commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Co-Administrative Agent Agents and the Parent Borrower Timken in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit any L/C Obligations or Swingline obligations under Swing Line Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.18.

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. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 Article IV 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) the each Issuing Lenders Lender and the Swingline Lender shall have consented to any Extension of the Revolving Credit Commitments, to the extent that such extension 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 Credit Commitments and Extended Term Loans shall comply with Section 2.28(c)paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Parent Borrower Company and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Credit Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Revolving Credit Maturity Date or termination date of the Class of Term Loans or Revolving Commitments being extendedLoan Maturity Date, respectively, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Credit 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 Class of existing Term Loans being extendedLoans, (iii) the Extended Revolving Credit Loans and the Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the existing Term Loans and (A) there the borrower and guarantors of the Extended Revolving Credit Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrowers and Guarantors with respect thereto not constituting security for to the Obligations and (B) none of the obligors existing Revolving Credit Loans or guarantors with respect thereto shall be a Person that is not a Loan PartyTerm Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments Credit Commitment (and the Extended Revolving Credit Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower Company and the lenders providing such applicable extending Lenders, (v) (A) the Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans and (B) borrowing and prepayment of Extended Revolving Credit Loans, or reductions of Extended Revolving Credit Commitments, as applicable and participation in Letters of Credit and Swingline Loans, shall be on a pro rata basis with the other Revolving Credit Loans or Revolving Credit Commitments (other than upon the maturity of the non-extended Revolving Credit Loans and Revolving Credit Commitments) and (vvi) to the extent the terms of the Extended Revolving Credit Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with Loans, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (ivv) above), such terms ) or shall be reasonably satisfactory to added for the Administrative Agentbenefit of the existing class of Revolving Credit Commitments or Term Loans, as applicable. (d) In connection with any Extension, the BorrowersCompany, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent BorrowerCompany, to implement the terms of any such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments or Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Revolving Credit Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower Company in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Revolving Credit or Swingline Loans Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.28section.

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. (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 Section 4 of the Borrower and in each other Loan Document Party contained in Article VI 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, (iii) the Issuing Lenders L/C Issuer and the Swingline Swing Line Lender shall have consented to any Extension of the Revolving Commitments, Commitments to the extent that such extension Extension provides for the issuance of Letters of Credit or making of Swingline Swing Line Loans at any time during the extended period and (iv) the terms of such Extended Revolving Commitments Commitments, Extended Revolving Loans and Extended Term Loans shall comply with Section 2.28(c2.17(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and be set forth in an Additional Credit Extension Amendment; provided that provided, that, (i) the final maturity date or termination date of any Extended Term Revolving Commitment, Extended Revolving Loan or Extended Revolving Commitment Term Loan shall be no earlier than the maturity or termination date Maturity Date of the Class of Revolving Commitments, Revolving Loans, or Incremental Term Loans or Revolving Commitments being extendedsubject to such Extension Offer, as applicable, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments or Extended Revolving Loans 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 Class of Incremental Term Loans being extendedLoans, subject to such Extension Offer, (iii) the any Extended Revolving Loans and the any Extended Term Loans will shall (A) rank pari passu in right of payment and with respect to security with the Revolving Loans and or the Incremental Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and being extended, as applicable, (B) none of be Guaranteed by the obligors same Guarantors that guarantee the Revolving Loans or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Incremental Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsbeing extended, as applicable and (vC) be secured by the collateral (if any) on an equal and ratable basis with the Revolving Loans or the Incremental Term Loans being extended, as applicable, and (iv) to the extent the terms of the Extended Revolving Commitments, Extended Revolving Loans or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iviii) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Notwithstanding anything herein to the contrary, 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 appropriateappropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Term Revolving Commitments, Extended Revolving Loans or Extended Revolving Commitments Term Loans as a new Class or tranche of Term Loans or Revolving Commitments, revolving loans or term loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit any L/C Obligations or Swingline obligations under Swing Line Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.17).

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. (bii) It shall be a condition precedent to the effectiveness of any Extension that (iA) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (iiB) the representations and warranties set forth in Section 4 of the Borrowers and in each other Loan Document 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 (iiiand 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 Issuing Lenders L/C Issuer and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, Commitments to the extent that such extension Extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (ivD) the terms of such Extended Revolving Commitments Commitments, Extended Revolving Loans and Extended Term Loans shall comply with Section 2.28(c2.10(b)(iii). (ciii) The terms of each Extension shall be determined by the Parent Borrower Representative and the applicable extending Lenders and be set forth in an Additional Credit Extension Amendment; provided that (iA) the final maturity date or termination date of any Extended Term Revolving Commitment, Extended Revolving Loan or Extended Revolving Commitment Term Loan shall be no earlier than the maturity or termination date Maturity Date of the Class of Revolving Commitments, Revolving Loans or Term Loans or Revolving Commitments being extendedsubject to such Extension Offer, as applicable, (ii)(AB)(1) there shall be no scheduled amortization of the Extended Revolving Commitments or Extended Revolving Loans and (B2) 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 Class of Term Loans being extendedLoans, subject to such Extension Offer, (iiiC) the any Extended Revolving Loans and the any Extended Term Loans will shall (1) rank pari passu in right of payment and with respect to security with the Revolving Loans and or the Term Loans being extended, as applicable, (2) be Guaranteed by the same Guarantors that guarantee the Revolving Loans or the Term Loans being extended, as applicable, and (A3) there shall be no additional secured by the Collateral (if any) on an equal and ratable basis with respect thereto not constituting security for the Obligations Revolving Loans or the Term Loans being extended, as applicable, and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (vD) to the extent the terms of the Extended Revolving Commitments, Extended Revolving Loans or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (iA) through (ivC) above), such terms shall be reasonably satisfactory to the Administrative Agent. (div) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Notwithstanding anything herein to the contrary, 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 appropriateappropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrower Representative, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Term Revolving Commitments, Extended Revolving Loans or Extended Revolving Commitments Term Loans as a new Class or tranche of Term Revolving Commitments, Revolving Loans or Revolving CommitmentsTerm Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower Representative in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit any L/C Obligations or obligations under Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.10(b)). (v) This Section 2.10(b) shall supersede any provisions in Section 9.02 to the contrary.

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. (b) It shall be a condition precedent . Notwithstanding anything to the effectiveness of contrary in this Agreement, any Extension that (i) no Default or Event of Default shall have occurred and be continuing immediately prior individual Revolving Lender’s agreement to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the extend its Revolving Commitments, in whole or in part, pursuant to the extent that such extension provides for the issuance 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 this Section 2.28(c). (c) The terms of each Extension 2.25 shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended such Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extended, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative AgentLender’s sole discretion. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28.

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. (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 Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) all documentation in respect of such Extension Offer (including any Extension Notice any amendment to this Agreement implementing the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(cExtension Offer (each such amendment, an “Extension Amendment”). (c) The terms of each Extension shall be determined by consistent with the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedforegoing, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (ivv) the interest rate marginrates, rate floors, fees, original issue discounts discounts, premiums, final maturity date and premiums optional and mandatory prepayments (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 (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable and (vvi) to all Borrowings under the extent applicable Revolving Commitments (i.e., the terms of the Extended Term Loans or Existing Revolving Commitment Class and the Extended Revolving Credit Commitments are inconsistent with of the terms set forth herein applicable Extension Series) and repayments thereunder shall be made on a pro rata basis (except as set forth in clauses for (iI) through payments of interest and fees at different rates on Extended Revolving Credit Commitments (ivand related outstandings) aboveand (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments), such terms shall be reasonably satisfactory to the Administrative Agent. (d) . In connection with any such Extension, the Borrowers, Borrower and the Administrative Agent and each Agent, with the approval of the Extending Lenders of the applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment maySeries, without the consent of any other Lender, 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 ExtensionExtension Offer, including any amendments necessary to establish Extended Term Loans new Classes, tranches or Extended sub-tranches in respect of the Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, so extended and such other 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 Class tranches or tranche sub-tranches (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any Class tranche or sub-tranche), in each case on terms not inconsistent with this Section 2.282.19. 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). (b) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Revolving Commitment Class is converted to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), the Existing Revolving Commitments of each Extending Lender under the applicable Extension Series, the aggregate principal amount of such Existing Revolving Commitment Class shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted by such Lender on such date, and the aggregate principal amount of such Extended Revolving Credit Commitments shall be established as a separate Class of Revolving Commitments from the Existing Revolving Commitment Class of the applicable Extension Series and from any other Existing Revolving Commitment Classes (together with any other Extended Revolving Credit Commitments so established on such date) and (B) if, on any Extension Date, any Existing Revolving Loans of any Extending Lender are outstanding under the Existing Revolving Commitment Class of the applicable Extension Series, such Existing Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Credit Loans (and related participations) in the same proportion as such Extending Lender’s commitment under the Existing Revolving Commitment Class of the applicable Extension Series to Extended Revolving Credit Commitments. (c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, including Section 2.15 and (ii) any Extension Offer is required to be in a minimum amount of $5,000,000. The Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Revolving Commitments of any or all applicable tranches accept the applicable Extension Offer. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19. (e) Notwithstanding the foregoing, no Extension Amendment shall become effective under this Section 2.19 unless the Administrative Agent shall have received (i) a customary legal opinion covering the enforceability of the Extension Amendment and other customary matters, (ii) customary reaffirmations and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the applicable Extended Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested by the Administrative Agent. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of the Extended Revolving Credit Commitments of a given Extension Series, in each case to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Existing Revolving Commitments (and related Revolving Facility Exposure), as the case may be, in such amount as is required to cause such Lender to hold Extended Revolving Credit Commitments (and related Revolving Facility Exposure) of the applicable Extension Series into which such other Revolving Commitments were initially converted, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions, including the terms of Section 11.31, as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.19(a)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.19(a). (g) This Section 2.19 shall supersede any provisions in this Agreement to the contrary, including Sections 2.16 or 11.12. For the avoidance of doubt, any of the provisions of this Section 2.19 may be amended with the consent of the Required Lenders, the Administrative Agent and the Borrower.

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. (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 Section 4 of the Borrower and in each other Loan Document Party contained in Article II and Article V 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 reference to 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 reference to Material Adverse Effect) as of such earlier date, (iii) the Issuing Lenders L/C Issuers and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, Commitments to the extent that such extension Extension provides for the issuance 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 2.28(c2.17(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and be set forth in an Additional Credit Extension Amendment; provided that provided, that, (i) the final maturity date of any Extended Revolving Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Revolving Facility Maturity Date or termination date of the Class of Term Loans or Revolving Commitments being extendedFacility Maturity Date, respectively, (ii)(A) there shall be no scheduled amortization of the Extended Revolving Commitments and (B) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of Term Loans being extendedLoans, (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 Revolving Loans and the Term Loans being extended and (A) there the borrower and guarantors of the Extended Revolving Commitments or Extended Term Loans, as applicable, shall be no additional Collateral with respect thereto not constituting security for the Obligations same as the borrower and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyto the Revolving Loans or applicable Term Loans being extended, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable extending Lender and (v) to the extent the terms of the Extended Revolving Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Notwithstanding anything herein to the contrary, any Additional Credit 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 appropriateappropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such ExtensionExtension Offer, including any amendments necessary to establish Extended Revolving Commitments or Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Revolving Commitments or Term Loans or Revolving CommitmentsLoans, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit any L/C Obligations or obligations under Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.17).

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 Commitments that will be subject to the applicable Class of Revolving Commitments and/or Term Loans to be extended 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 (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 The 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 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 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 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.. Notwithstanding anything to the contrary in this Agreement, any individual Lender’s agreement to extend its Commitments, in whole or in part, pursuant to this Section 2.25 shall be in such Lender’s sole discretion. ​ (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 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) the each relevant Issuing Lenders and the Swingline Lender Bank shall have consented to any Extension of the Revolving Commitments, to the extent that such extension 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 clause (c) of this Section 2.28(c)2.25. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided provided, that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedStated Maturity Date, (ii)(Aii) there shall be no ​ ​ ​ ​ scheduled amortization of the Extended Revolving Commitments and (B) the weighted average life to maturity loans or reductions of the Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28.Extended Commitments,

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. (b2) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 Article VII 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) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Credit Commitments, to the extent that such extension 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 Credit Commitments and Extended Term Loans shall comply with Section 2.28(c)paragraph (c) of this Section. (c3) The terms of each Extension shall be determined by the Parent Borrower Borrowers and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Credit Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Revolving Credit Maturity Date or termination date of the Class of Term Loans or Revolving Commitments being extendedLoan Maturity Date, respectively, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Credit Commitments and (B) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of existing Term Loans being extendedLoans, (iii) the Extended Revolving Credit Loans and the Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the existing Term Loans and (A) there the borrower and guarantors of the Extended Revolving Credit Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrowers and Subsidiary Guarantors with respect thereto not constituting security for to the Obligations and (B) none of the obligors existing Revolving Credit Loans or guarantors with respect thereto shall be a Person that is not a Loan PartyTerm Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments Credit Commitment (and the Extended Revolving Credit Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower Borrowers and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) (A) to the extent the terms of the Extended Term Loans may participate on a pro rata or the Extended Revolving Commitments are inconsistent less than pro rata (but not greater than pro rata) basis in mandatory prepayments with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28.and

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, 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 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 Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the 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 and non-extended tranches), in each case on terms not inconsistent with this Section 2.20. (b) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan Class is converted to extend the related scheduled maturity date(s) in accordance with Section 2.20(a) (an “Extension Date”), the aggregate principal amount of the existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date). If the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments in respect of which Extending 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 Extending 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 Extending Lenders have accepted such Extension Offer. (bc) It shall be a condition precedent With respect to the effectiveness of any Extension that all Extensions consummated by Borrower pursuant to this Section 2.20, (i) no Default such Extensions shall not constitute voluntary or Event mandatory payments or prepayments for purposes of Default shall have occurred Section 2.10 and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension Offer is required to be in a minimum amount of the Revolving Commitments, $30,000,000. Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the extent consummating any such Extension that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and a minimum amount (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c). (c) The terms of each Extension shall to be determined and specified in the relevant Extension Offer in Borrower’s sole discretion and may be waived by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (iBorrower) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans of any or Revolving Commitments being extended, (ii)(A) there shall be no scheduled amortization of all applicable tranches accept the 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 Class of Term Loans being 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 Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative AgentExtension Offer. (d) In connection with any Extension, Borrower shall provide the BorrowersAdministrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent and Agent, in each applicable extending Lender case acting reasonably, to accomplish the purposes of this Section 2.20. (e) In connection with any Extension Amendment, Borrower shall execute and deliver (i) an opinion of counsel reasonably acceptable to the Administrative Agent an Additional Credit as to the enforceability of such Extension Amendment and the Loan Documents as amended thereby, that such Extension Amendment, including the Extended Term Loans provided for therein, does not breach or cause a Default or Event of Default under the terms and provisions of Section 10.02 of this Agreement and such other documentation opinions reasonably requested by the Administrative Agent, (ii) customary reaffirmations and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent shall in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably specify to evidence requested by the Extension. The Administrative Agent. (f) In the event that the Administrative Agent shall promptly notify each determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as to a result of manifest administrative error, then the effectiveness of each Extension. Any Additional Credit Extension Amendment mayAdministrative Agent, Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, effect such amendments enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable Extension Amendment, as the case may be necessary or appropriatebe, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the Existing Term Loan Class in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Term Loans were initially converted in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans to which it was entitled under the terms of such Extension Amendment, in the reasonable opinion absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, Borrower and such Lender may agree (including conditions of the Administrative Agent type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.20(a)), and (iii) effect such other amendments of the Parent Borrowertype (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.20(a). (g) This Section 2.20 shall supersede any provisions in 10.02 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.20 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to implement the terms of provide any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and without such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28Lender’s consent.

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. (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 Section 4 Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, (iii) the Issuing Lenders each L/C Issuer and the Swingline Swing Line Lender shall have consented to any Extension of the Multicurrency Revolving Credit Commitments, to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline 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 2.28(c2.14(c). (c) The terms of each Extension shall be determined by the Parent Borrower Company and the applicable extending Lenders Lender and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class tranche of Term Loans or Revolving Credit Commitments being extended, (ii)(A) there shall be no scheduled amortization of the 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 Class tranche of Term Loans being 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 Revolving Credit Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower Company and the lenders Lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable applicable, and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent BorrowerCompany, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Credit Commitments, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower Company in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Swing Line Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.282.14).

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. (bii) It The following shall be a condition conditions precedent to the effectiveness of any Extension that Extension: (iA) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (iiB) the representations and warranties set forth in Section 4 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 correct in all respects) on and as of the effective date of such ExtensionExtension except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (iiiC) the Issuing Lenders Banks and the Swingline Lender Lenders shall have consented to any Extension of the Revolving Commitments, to the extent that such extension Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and (ivD) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with subclause (iii) of this Section 2.28(c12.6.(g). Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Commitments or Loans of any Lender be extended pursuant to this Section 12.6.(g). unless such Lender affirmatively accepts in writing the applicable Extension Offer, it being understood and agreed that a failure by a Lender to respond to any such Extension Offer shall be deemed to be a rejection by such Lender of such Extension Offer. (ciii) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (iA) the final maturity date of any Extended Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the latest Termination Date then in effect for any Class of Term Loans or Revolving Commitments being extendedLoans, (ii)(AB)(x) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments and (By) 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 Class of existing Term Loans being extendedLoans, (iiiC) 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 (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations borrower and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans Commitments or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving CommitmentsLoans, as applicable, shall be the same as the Borrower and such other technical amendments as may be necessary or appropriate in Guarantors with respect to the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28.existing Revolving Loans

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 Commitments that will be subject to the applicable Class of Revolving Commitments and/or Term Loans to be extended 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 (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 The 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 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 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 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. Notwithstanding anything to the contrary in this Agreement, any individual Lender’s agreement to extend its Commitments, in whole or in part, pursuant to this Section 2.25 shall be in such Lender’s sole discretion. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 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) the each relevant Issuing Lenders and the Swingline Lender Bank shall have consented to any Extension of the Revolving Commitments, to the extent that such extension 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 clause (c) of this Section 2.28(c)2.25. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided provided, that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedStated Maturity Date, (ii)(Aii) 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 Class of Term Loans being extendedCommitments, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and security with the existing 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 security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts margin and premiums any fees applicable to any Extended Term Loans or Extended Revolving Commitments Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to 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 extent other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) any other terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agentherein. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or separate tranche of Term Loans or Revolving Commitments, as applicable, Commitments and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.25.

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) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 contained in Section 4 Article V and in each the other Loan Document shall be 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, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, except to the extent that such extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c).or, if qualified by (c) The terms of each Extension shall be determined by the Parent Borrower Representative and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Latest Maturity Date for the Revolving Commitments so extended or termination date of the Class of Term Loans or Revolving Commitments being so extended, as applicable, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments 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 Class of Term Loans being 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 (A) there the borrowers and guarantors of the Extended Revolving Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrowers and Guarantors with respect thereto not constituting security for to the Obligations existing Revolving Loans and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Term Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower Representative and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to the extent the terms of the Extended Revolving Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowerseach applicable Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as Amendment. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall reasonably specify be amended by, any Extension Amendment entered into in connection with any Extension to evidence the Extension. The extent (and only to the extent) the Administrative Agent shall promptly notify each Lender as deems necessary in order to (i) reflect the effectiveness existence and terms of each such Extension. Any Additional Credit Extension Amendment may, without (ii) make such other changes to this Agreement and the consent other Loan Documents consistent with the provisions and intent of any other Lendersuch 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 and the Parent BorrowerAgent, to implement effect the terms provisions of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.282.

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 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, 100,000,000 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 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 Loans 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 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, 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 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. (bii) It The following shall be a condition conditions precedent to the effectiveness of any Extension that Extension: (iA) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (iiB) the representations and warranties set forth in Section 4 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 correct in all respects) on and as of the effective date of such Extension, (iii) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, except to the extent that such extension provides representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and changes in factual circumstances not prohibited hereunder, (ivC) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c). (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extended, (ii)(A) there shall be no scheduled amortization of the 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 Class of Term Loans being extended, subclause (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 Revolving Loans and the Term Loans this Section 12.6.(g), and (AD) there the Termination Date shall have been first extended pursuant to Section 2.14. prior to any Extension pursuant to this Section 12.6.(g). Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Loans of any Lender be extended pursuant to this Section 12.6.(g) unless such Lender affirmatively accepts in writing the applicable Extension Offer, it being understood and agreed that a failure by a Lender to respond to any such Extension Offer shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall deemed to be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined rejection by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28Extension 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 Commitments that will be subject to the applicable Class of Revolving Commitments and/or Term Loans to be extended 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 Revolving Commitments and/or Term Loans to which the Extension request relates). Each Lender of the applicable Class The 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 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 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 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. Notwithstanding anything to the contrary in this Agreement, any individual Lender’s agreement to extend its Commitments, in whole or in part, pursuant to this Section 2.25 shall be in such Xxxxxx’s sole discretion. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 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) the each relevant Issuing Lenders and the Swingline Lender Bank shall have consented to any Extension of the Revolving Commitments, to the extent that such extension 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 clause (c) of this Section 2.28(c)2.25. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided provided, that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedStated Maturity Date, (ii)(Aii) 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 Class of Term Loans being extendedCommitments, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and security with the existing 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 security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts margin and premiums any fees applicable to any Extended Term Loans or Extended Revolving Commitments Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to 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 extent other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) any other terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agentherein. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or separate tranche of Term Loans or Revolving Commitments, as applicable, Commitments and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.25.

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) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 V and in each other Loan Document shall be deemed to be made 86 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) the Issuing Lenders and the Swingline Lender L/C Issuer shall have consented to any Extension of the Revolving Commitments, to the extent that such extension 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 2.28(c)paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedMaturity Date, (ii)(Aii) there shall be no scheduled amortization prior to the Maturity Date 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 Class of Term Loans being extendedCommitments, (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 Revolving existing Loans and Borrower and guarantors of the Term Loans and (A) there Extended Commitments shall be no additional Collateral the same as Borrower and Guarantors with respect thereto not constituting security for to the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums fees applicable to any Extended Term Loans or Extended Revolving Commitments Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to 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 extent other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (ivv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Revolving Credit or Swingline Loans Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.28Section.

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 (bii) It shall be a condition precedent to the effectiveness of any Extension that (iA) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (iiB) the representations and warranties set forth in Section 4 of the Borrowers and in each other Loan Document 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 (iiiand 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 Issuing Lenders L/C Issuer and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, Commitments to the extent that such extension Extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period and (ivD) the terms of such Extended Revolving Commitments Commitments, Extended Revolving Loans and Extended Term Loans shall comply with Section 2.28(c2.10(b)(iii). (ciii) The terms of each Extension shall be determined by the Parent Borrower Representative and the applicable extending Lenders and be set forth in an Additional Credit Extension Amendment; provided that (iA) the final maturity date or termination date of any Extended Term Revolving Commitment, Extended Revolving Loan or Extended Revolving Commitment Term Loan shall be no earlier than the maturity or termination date Maturity Date of the Class of Revolving Commitments, Revolving Loans or Term Loans or Revolving Commitments being extendedsubject to such Extension Offer, as applicable, (ii)(AB)(1) there shall be no scheduled amortization of the Extended Revolving Commitments or Extended Revolving Loans and (B2) 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 Class of Term Loans being extendedLoans, subject to such Extension Offer, (iiiC) the any Extended Revolving Loans and the any Extended Term Loans will shall (1) rank pari passu in right of payment and with respect to security with the Revolving Loans and or the Term Loans being extended, as applicable, (2) be Guaranteed by the same Guarantors that guarantee the Revolving Loans or the Term Loans being extended, as applicable, and (A3) there shall be no additional secured by the Collateral (if any) on an equal and ratable basis with respect thereto not constituting security for the Obligations Revolving Loans or the Term Loans being extended, as applicable, and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans or Extended Revolving Commitments (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (vD) to the extent the terms of the Extended Revolving Commitments, Extended Revolving Loans or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (iA) through (ivC) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent with this Section 2.28.

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. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 contained in Section 4 Article VI and in each the other Loan Document shall be Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) 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 (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 2.18(b)(ii), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, (iii) the Issuing Lenders L/C Issuer and the Swingline Swing Line Lender shall have consented to any Extension of the Revolving A Commitments or the Revolving B Commitments, as applicable, in each case to the extent that such extension Extension provides for the issuance or extension of Letters of Credit or making of Swingline Swing Line Loans at any time during the extended period period, and (iv) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with Section 2.28(c2.18(c). (c) The terms of each Extension shall be determined by the Parent Borrower Company and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity Maturity Date for the Revolving Commitments so extended or termination date of the Class of Term Loans or Revolving Commitments being civ CHAR1\1792192v4 Incremental 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 Commitments, and (B) the weighted average life Weighted Average Life to maturity Maturity of the Extended Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Class of Term Loans being or Incremental 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, the existing Term Loans and the existing Incremental Term Loans and (A) there the borrower and guarantors of the Extended Revolving Credit Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrowers and Guarantors with respect thereto not constituting security for to the Obligations and (B) none of existing Revolving Loans, the obligors existing Term Loans or guarantors with respect thereto shall be a Person that is not a Loan Partythe existing Incremental Term Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments Credit Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower Company and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to the extent the terms of the Extended Revolving Commitments or Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersCompany, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as Amendment. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall reasonably specify be amended by, any Extension Amendment entered into in connection with any Extension to evidence the Extension. The extent (and only to the extent) the Administrative Agent shall promptly notify each Lender as deems necessary in order to (i) reflect the effectiveness existence and terms of each such Extension. Any Additional Credit Extension Amendment may, without (ii) make such other changes to this Agreement and the consent other Loan Documents consistent with the provisions and intent of any other Lendersuch 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 and the Parent BorrowerAgent, to implement effect the terms provisions of this Section 2.18. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. The effectiveness of any such ExtensionExtension Amendment shall be subject to the receipt by the Administrative Agent of (A) to the extent requested by the Administrative Agent, including any amendments necessary customary opinions of legal counsel to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitmentsthe Loan Parties, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of addressed to the Administrative Agent and the Parent Borrower in connection with the establishment each Lender (including each Person providing any portion of such new Class or tranche (including to preserve the pro rata treatment Extension) dated as of the extended effective date of such Extension, and non-extended Classes (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. (e) Notwithstanding anything to the contrary set forth in this Agreement or tranches and any other Loan Document, this Section 2.18 shall not apply to provide for the reallocation of participation in Letters of Credit any Revolving D Loans (or Swingline Loans upon the expiration or termination of the commitments under any Class or trancheRevolving D Commitments), in each case on terms not inconsistent with this Section 2.28.and neither any Revolving D Loans nor any Revolving D Commitments shall be subject to any Extension. cv CHAR1\1792192v4

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, 50,000,000 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 Term Commitments or 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 Commitments 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 Term Loans Commitments 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. (bii) It The following shall be a condition conditions precedent to the effectiveness of any Extension that Extension: (iA) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (iiB) the representations and warranties set forth of Parent and the Borrower contained in Section 4 Article V shall be deemed to be made and in each other Loan Document shall be true and correct in all material respects on and as of the effective date of such Extension; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language shall be true and correct in all respects on such Borrowing Date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such earlier date, (iiiC) the Issuing Lenders and the Swingline Lender shall have consented to any Extension of the Revolving Commitments, to the extent that such extension Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and (ivD) the terms of such Extended Revolving Commitments and Extended Term Loans shall comply with subclause (iii) of this Section 2.28(c8.2(f). Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Commitments or Loans of any Lender be extended pursuant to this Section 8.2(f) unless such Lender affirmatively accepts in writing the applicable Extension Offer, it being understood and agreed that a failure by a Lender to respond to any such Extension Offer shall be deemed to be a rejection by such Lender of such Extension Offer. (ciii) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided that (iA) the final maturity date of any Extended Commitment or Extended Term Loan or Extended Revolving Commitment shall be no earlier than the latest maturity or termination date of the then in effect for any Class of Term Loans or Revolving Commitments being extendedLoans, (ii)(AB)(x) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments and (By) 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 Class of existing Term Loans being extendedLoans, (iiiC) 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 (A) there the borrower and guarantors of the Extended Commitments or Extended Term Loans, as applicable, shall be no additional Collateral the same as the Borrower and Guarantors with respect thereto not constituting security for to the Obligations and (B) none of the obligors existing Revolving Loans or guarantors with respect thereto shall be a Person that is not a Loan PartyTerm Loans, as applicable, (ivD) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Loans or Extended Revolving Commitments Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitments, as applicable and (v) to the extent the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit Extension Amendment mayLenders, 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or trancheE), in each case on terms not inconsistent with this Section 2.28.

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 Maturity Date to the extended maturity or termination date specified in such notice. Such notice shall set forth (i) set forth the amount of Commitments that will be subject to the applicable Class of Revolving Commitments and/or Term Loans to be extended 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 (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 The 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 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 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 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. Notwithstanding anything to the contrary in this Agreement, any individual Lender’s agreement to extend its Commitments, in whole or in part, pursuant to this Section 2.24 shall be in such Xxxxxx’s sole discretion. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that 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 4 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) the each relevant Issuing Lenders and the Swingline Lender Bank shall have consented to any Extension of the Revolving Commitments, to the extent that such extension 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 clause (c) of this Section 2.28(c)2.24. (c) The terms of each Extension shall be determined by the Parent Borrower and the applicable extending Lenders and set forth in an Additional Credit Extension Amendment; provided provided, that (i) the final maturity date of any Extended Term Loan or Extended Revolving Commitment shall be no earlier than the maturity or termination date of the Class of Term Loans or Revolving Commitments being extendedMaturity Date, (ii)(Aii) 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 Class of Term Loans being extendedCommitments, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and security with the existing 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 security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Partyexisting Loans, (iv) the interest rate margin, rate floors, fees, original issue discounts margin and premiums any fees applicable to any Extended Term Loans or Extended Revolving Commitments Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Commitmentsapplicable extending Lenders, as applicable and (v) to 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 extent other Loans or Commitments (other than upon the maturity of the non-extended Loans and Commitments) and (vi) the terms of the Extended Term Loans or the Extended Revolving Commitments are inconsistent with shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (iv) aboveother than upon the maturity of the non-extended Loans and Commitments), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowersBorrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Additional Credit 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 the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Term Loans or Extended Revolving Commitments as a new Class or tranche of Term Loans or Revolving Commitments, as applicable, Commitments and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms not inconsistent consistent with this Section 2.282.24.