Common use of Amend and Extend Clause in Contracts

Amend and Extend. (a) Borrower may at any time and from time to time request that all or a portion of the Commitments (each, an “Existing Commitment”) be converted to extend the scheduled maturity date of any payment of principal with respect to all or a portion of any principal amount of such Commitments (any Commitments which have been so converted, “Extended Commitments”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders, which such request shall be offered equally to all Lenders) (an “Extension Request”) setting forth the date on which Borrower proposes that the Extended Commitments shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to the Administrative Agent, and the proposed terms of the Extended Commitments to be established, which terms shall be identical in all material respects to the Existing Commitments; provided, however, that (i) the scheduled Final Maturity Date shall be extended for such Extended Commitments, (ii) (A) the interest margins and commitment fees with respect to the Extended Commitments may be higher or lower than the interest margins and commitment fees for the Existing Commitments and/or (B) additional fees and premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings and all repayments of outstanding loans (including permanent repayments) under the Extended Commitments shall be made on a pro rata basis or less than pro rata basis with all other Commitments, and (iv) the Extension Amendment may provide for such other terms and conditions (in addition to those provided in the foregoing clauses (i) through (iii)) with respect to the Extended Commitments that either, at the option of Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by Borrower in good faith), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to Borrower (as determined by Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Final Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the lenders of Extended Commitments, no consent shall be required from Administrative Agent or the Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders providing the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent)). No Lender shall have any obligation to agree to have any of its Commitments converted into Extended Commitments pursuant to any Extension Request; provided that Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.20 (Removal or Replacement of a Lender). (b) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments subject to such Extension Request converted into Extended Commitments shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.25(e) and notwithstanding anything to the contrary set forth in Section 9.5 (Amendments and Waivers), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments) executed by Borrower, Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.25 each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Commitments obtained following the date of such Extension Amendment. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any existing Commitments are converted to extend the related scheduled maturity date(s) in accordance with this Section 2.25, in the case of the existing Commitments of each Extending Lender, the aggregate principal amount of such existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Extended Commitments shall be established as a separate class of Commitments (together with any other Extended Commitments so established on such date). (e) Administrative Agent and the Lenders hereby (i) consent to the consummation of the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Lenders for any Extension Amendment that is effectuated pursuant to Section 2.25(c). (f) No conversion of Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date of each Extending Lender’s Extended Commitments, and attaches a copy of the proposed Extension Amendment.

Amend and Extend. (a) The Borrower may at any time and may, by written notice to the Administrative Agent from time to time time, request that all or a portion of the Commitments an extension (each, an “Existing Extension” and each group of Commitments so extended (each, an “Extended Revolving Credit Commitment”), as well as the original Revolving Credit Commitments not so extended, being a “Class”; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted) be converted to extend of the scheduled maturity date of any payment Class of principal with respect Loans and Revolving Credit Commitments to all or a portion of any principal the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of such the applicable Class of Revolving Credit Commitments that will be subject to the Extension (any Commitments which have been so converted, “Extended Commitments”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders, which such request shall be offered equally to all Lendersin minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) (an “Extension Request”) setting set forth the date on which Borrower proposes that the Extended Commitments shall be effective, such Extension is requested to become effective (which shall be a date not less than thirty ten (3010) Business Days nor more than sixty (60) days after the date on of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Credit Commitments to which such notice is delivered Extension 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 and the Borrower. If the aggregate principal amount of Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments, subject to the Administrative AgentExtension Offer as set forth in the Extension notice, and then the proposed terms Revolving Credit Commitments of Lenders of the Extended Commitments applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article V and in each other Loan Document shall be deemed to be established, which terms made and shall be identical true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the effective date of such Extension, except to the Existing Commitmentsextent 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 qualifier contained therein) as of such earlier date, and that the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; (iii) the L/C Issuer and the Swing Line Lender shall have consented to any such Extension to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, and (iv) the terms of such Extended Revolving Credit Commitments shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the scheduled Final Maturity Date final maturity date of any Extended Revolving Credit Commitment shall be extended for such Extended Commitmentsno earlier than the Maturity Date, (ii) (A) the interest margins and commitment fees with respect to the there shall be no reductions of commitments under any Extended Commitments may be higher or lower than the interest margins and commitment fees for the Existing Commitments and/or (B) additional fees and premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension AmendmentRevolving Credit Commitments, (iii) all borrowings and all repayments of outstanding loans (including permanent repayments) under the Extended Commitments Revolving Credit Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and none of the obligors or guarantors in respect thereof shall be made a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Revolving Credit Commitment (and the Extended Revolving Credit Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of Extended Revolving Credit Loans, or reductions of Extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans thereunder, shall be on a pro rata basis with the other Revolving Credit Loans or less Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any Class on a better than pro rata basis as compared to any other Class with all other Commitmentsa later maturity date than such Class, and (ivvi) the Extension Amendment may provide for such other terms and conditions of the Extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein (except as set forth in addition to those provided in the foregoing clauses (i) through (iii)v) with respect to the Extended Commitments that either, at the option of Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by Borrower in good faith), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to Borrower (as determined by Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Final Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the lenders of Extended Commitments, no consent shall be required from Administrative Agent or the Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders providing the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent)). No Lender shall have any obligation to agree to have any of its Commitments converted into Extended Commitments pursuant to any Extension Request; provided that Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.20 (Removal or Replacement of a Lenderabove). (bd) Any In connection with any Extension, the Borrower, the Administrative Agent, the Required Lenders and each applicable extending Lender (an “Extending Lender”) wishing shall execute and deliver to have all or a portion of its Commitments subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to this Agreement (which, except evidence the Extension. Any Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistent to the extent expressly contemplated reasonably requested by Section 2.25(e) and notwithstanding anything the Administrative Agent to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the contrary set forth in Section 9.5 (Amendments and Waivers)effectiveness of each Extension. Any Extension Amendment may, shall not require without the consent of any Lender other than Lender, effect such amendments to this Agreement and the Extending Lenders with respect to other Loan Documents as may be necessary or appropriate, in the Extended Commitments) executed by Borrower, reasonable opinion of the Administrative Agent and the Extending Lenders. In addition Borrower, to implement the terms of any terms such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments as a new Class of Revolving Credit Commitments and changes required such other technical amendments as may be necessary or permitted by this Section 2.25 each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Commitments obtained following the date establishment of such Extension Amendment. new Class (d) Notwithstanding anything including to preserve the contrary contained pro rata treatment of the extended and non-extended Classes and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Class), in this Agreement, each case on any date on which any existing Commitments are converted to extend the related scheduled maturity date(s) in accordance terms consistent with this Section 2.25, in the case of the existing Commitments of each Extending Lender, the aggregate principal amount of such existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Extended Commitments shall be established as a separate class of Commitments (together with any other Extended Commitments so established on such date)Section. (e) Administrative Agent and With respect to all Extensions consummated by the Lenders hereby (i) consent to the consummation of the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Lenders for any Extension Amendment that is effectuated Borrower pursuant to Section 2.25(c). (f) No conversion of Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 Section, such Extensions shall (i) not constitute a voluntary or mandatory payment payments or prepayment prepayments for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuingSection 2.05. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date of each Extending Lender’s Extended Commitments, and attaches a copy of the proposed Extension Amendment.

Amend and Extend. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments (each, an “Existing Commitment”) be converted to extend the scheduled maturity date Maturity Date of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any Revolving Commitments which have been so converted, “Extended Commitments”) and to provide for other terms consistent with this Section 2.252.28 (Amend and Extend). In order to establish any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders, which such request shall be offered equally to all Lenders) (an “Extension Request”) setting forth the date on which the Borrower proposes that the Extended Commitments shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to the Administrative Agent, and the proposed terms of the Extended Commitments to be established, which terms shall be identical in all material respects to the Existing Commitments; provided, however, provided that (i) the scheduled Final Maturity Date shall be extended for such Extended Commitments, (ii) (A) the interest margins and commitment fees with respect to the Extended Commitments may be higher or lower than the interest margins and commitment fees for the Existing Commitments and/or (B) additional fees and premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings and all repayments of outstanding loans (including permanent repayments) under the Extended Commitments shall be made on a pro rata basis or less than pro rata basis with all other Revolving Commitments, and (iv) the Extension Amendment may provide for such other terms and conditions (in addition to those provided in the foregoing clauses (i) through (iii)) with respect to the Extended Commitments that either, at the option of the Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Final Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the lenders of Extended Commitments, no consent shall be required from Administrative Agent or the Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders providing the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent))Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments converted into Extended Commitments pursuant to any Extension Request; provided that the Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.20 2.21 (Removal or Replacement of a LenderLenders). (b) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Revolving Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.25(e2.28(e) (Amend and Extend) and notwithstanding anything to the contrary set forth in Section 9.5 10.6 (Amendments and Waivers), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments) executed by the Borrower, the Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.25 2.28 (Amend and Extend) each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Revolving Commitments obtained following the date of such Extension Amendment. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any existing Revolving Commitments are converted to extend the related scheduled maturity date(s) Maturity Date in accordance with this Section 2.252.28 (Amend and Extend), in the case of the existing Revolving Commitments of each Extending Lender, the aggregate principal amount of such existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Extended Commitments shall be established as a separate class of Revolving Commitments (together with any other Extended Commitments so established on such date). (e) The Administrative Agent and the Lenders hereby (i) consent to the consummation of the transactions contemplated by this Section 2.25 2.28 (Amend and Extend) (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Required Lenders for any Extension Amendment that is effectuated pursuant to this Section 2.25(c2.28 (Amend and Extend). (f) No conversion of Revolving Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 2.28 (Amend and Extend) shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, the Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date Maturity Date of each Extending Lender’s Extended Commitments, and attaches attaching a copy of the proposed Extension Amendment.

Amend and Extend. (a) The Borrower may at any time and may, by written notice to the Administrative Agent from time to time time, request that all or a portion of the Commitments an extension (each, an “Existing CommitmentExtension”) be converted of the Term Loan Maturity Date of any Borrowing to extend the scheduled extended maturity date of any payment of principal with respect to all or a portion of any principal specified in such notice. Such notice shall set forth (1) the amount of such Commitments the applicable Borrowing of Term Loans to be extended (any Commitments which have been so converted, “Extended Commitments”shall not be less than the Minimum Threshold) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders, which such request shall be offered equally to all Lenders2) (an “Extension Request”) setting forth the date on which Borrower proposes that the Extended Commitments shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered Extension are requested to become effective (which shall be not less than ten Business Days nor more than sixty 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 Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable Borrowing 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 Borrowing 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) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, and then the proposed terms Term Loans of Lenders of the Extended Commitments to be established, which terms applicable Borrowing shall be identical 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 (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects to on and as of the Existing Commitmentsdate of such Extension, and (3) the terms of such Extended Term Loans shall comply with Section 2.23(c). (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided, however, provided that (i1) the scheduled Final Maturity Date final maturity date of any Extended Term Loan shall be extended for such Extended Commitmentsno earlier than the Term Loan Maturity Date, (ii2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (A3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (4) the interest margins and commitment fees with respect to the Extended Commitments may be higher or lower than the interest margins and commitment fees for the Existing Commitments and/or (B) additional fees rate margin, rate floors, fees, original issue discounts and premiums may applicable to any Extended Term Loans shall be payable to determined by the Borrower and the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause Term Loans and (A), in each case, 5) to the extent provided in the applicable Extension Amendment, (iii) all borrowings and all repayments terms of outstanding loans (including permanent repayments) under the Extended Commitments shall be made on a pro rata basis or less than pro rata basis Term Loans are inconsistent with all other Commitments, and the terms set forth herein (iv) the Extension Amendment may provide for such other terms and conditions (except as set forth in addition to those provided in the foregoing clauses clause (i) through (iii)iv) with respect to the Extended Commitments that either, at the option of Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by Borrower in good faithabove), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to Borrower (as determined by Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Final Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the lenders of Extended Commitments, no consent shall be required from Administrative Agent or the Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders providing the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent)). No Lender shall have any obligation to agree to have any of its Commitments converted into Extended Commitments pursuant to any Extension Request; provided that Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.20 (Removal or Replacement of a Lender). (b) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments subject to such Extension Request converted into Extended Commitments shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.25(e) and notwithstanding anything to the contrary set forth in Section 9.5 (Amendments and Waivers), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments) executed by Borrower, Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.25 each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Commitments obtained following the date of such Extension Amendment. (d) Notwithstanding anything In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the contrary contained Administrative Agent an 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 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 this Agreementthe reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on any date on which any existing Commitments are converted to extend the related scheduled maturity date(s) in accordance terms not inconsistent with this Section 2.25, in the case of the existing Commitments of each Extending Lender, the aggregate principal amount of such existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Extended Commitments shall be established as a separate class of Commitments (together with any other Extended Commitments so established on such date2.23). (e) Administrative Agent and the Lenders hereby (i) consent This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the consummation of the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Lenders for any Extension Amendment that is effectuated pursuant to Section 2.25(c)contrary. (f) No conversion of Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date of each Extending Lender’s Extended Commitments, and attaches a copy of the proposed Extension Amendment.

Amend and Extend. (a) The Borrower may at any time and may, by written notice to the Administrative Agent from time to time time, request that all or a portion of the Commitments an extension (each, an “Existing CommitmentExtension”) be converted of the Term Loan Maturity Date of any Borrowing to extend the scheduled extended maturity date of any payment of principal with respect to all or a portion of any principal specified in such notice. Such notice shall set forth (1) the amount of such Commitments the applicable Borrowing of Term Loans to be extended (any Commitments which have been so converted, “Extended Commitments”shall not be less than the Minimum Threshold) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders, which such request shall be offered equally to all Lenders2) (an “Extension Request”) setting forth the date on which Borrower proposes that the Extended Commitments shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice Extension is delivered requested to become effective (which shall be not less than ten Business Days nor more than sixty 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 Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable Borrowing 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 Borrowing 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) in respect of which Lenders shall have accepted the relevant Extension Offer (such Term Loans, and “Extended Term Loans”) shall exceed the proposed terms maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the Extended Commitments to be established, which terms applicable Borrowing shall be identical 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 (1) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects to on and as of the Existing Commitmentsdate of such Extension, and (3) the terms of such Extended Term Loans shall comply with Section 2.23(c). (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided, however, provided that (i1) the scheduled Final Maturity Date final maturity date of any Extended Term Loan shall be extended for such Extended Commitmentsno earlier than the Term Loan Maturity Date, (ii2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (A3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (4) the interest margins and commitment fees with respect to the Extended Commitments may be higher or lower than the interest margins and commitment fees for the Existing Commitments and/or (B) additional fees rate margin, rate floors, fees, original issue discounts and premiums may applicable to any Extended Term Loans shall be payable to determined by the Borrower and the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause Term Loans and (A), in each case, 5) to the extent provided in the applicable Extension Amendment, (iii) all borrowings and all repayments terms of outstanding loans (including permanent repayments) under the Extended Commitments shall be made on a pro rata basis or less than pro rata basis Term Loans are inconsistent with all other Commitments, and the terms set forth herein (iv) the Extension Amendment may provide for such other terms and conditions (except as set forth in addition to those provided in the foregoing clauses clause (i) through (iii)iv) with respect to the Extended Commitments that either, at the option of Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by Borrower in good faithabove), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to Borrower (as determined by Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Final Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to the Administrative Agent (provided thatAgent; provided, at Borrower’s electionhowever, to the extent that any term or provision financial maintenance covenant is added for the benefit of the lenders of any Extended CommitmentsTerm Loans, no consent shall be required from the Administrative Agent or the Lenders any Lender to the extent that such term or provision financial maintenance covenant is also added, or the features of such term or provision are provided, added for the benefit of the corresponding existing Term Loans; provided, further, that the Lenders providing hereby expressly authorize the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent)). No Lender shall have any obligation to agree to have any of its Commitments converted into Extended Commitments pursuant to any Extension Request; provided that Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.20 (Removal or Replacement of a Lender). (b) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments subject to such Extension Request converted into Extended Commitments shall notify Administrative Agent (to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.25(e) and notwithstanding anything to the contrary set forth in Section 9.5 (Amendments and Waivers), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments) executed by Borrower, Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.25 each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Commitments obtained following the date of such Extension Amendmentamendment. (d) Notwithstanding anything In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the contrary contained Administrative Agent an 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 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 this Agreementthe reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on any date on which any existing Commitments are converted to extend the related scheduled maturity date(s) in accordance terms not inconsistent with this Section 2.25, in the case of the existing Commitments of each Extending Lender, the aggregate principal amount of such existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Extended Commitments shall be established as a separate class of Commitments (together with any other Extended Commitments so established on such date2.23). (e) Administrative Agent and the Lenders hereby (i) consent This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the consummation of the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Lenders for any Extension Amendment that is effectuated pursuant to Section 2.25(c)contrary. (f) No conversion of Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date of each Extending Lender’s Extended Commitments, and attaches a copy of the proposed Extension Amendment.

Amend and Extend. (a) The Borrower may at any time and from time to time request that all or may, by delivering a portion of the Commitments (each, an “Existing Commitment”) be converted to extend the scheduled maturity date of any payment of principal with respect to all or a portion of any principal amount of such Commitments (any Commitments which have been so converted, “Extended Commitments”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Commitments, Borrower shall provide a written notice to the Administrative Agent (who shall provide promptly deliver a copy of such notice to each of the Lenders) not less than 60 days, which but not more than 365 days, in advance of the Facility Termination Date in effect at such time (the “Existing Facility Termination Date”), request that the Lenders extend the Existing Facility Termination Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the such request (the “Extension Response Date”), advise the Administrative Agent in writing whether or not such Lxxxxx agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Facility Termination Date is referred to herein as a “Non-Extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Extension Response Date and any Lender that is a Defaulting Lender on the Extension Response Date shall be deemed to be a Non-Extending Lender. The Administrative Agent shall notify the Borrower of the Lenders’ elections promptly following the Extension Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Facility Termination Date may be extended no more than two times pursuant to this Section 2.1(d). Each extension pursuant to this Section 2.1(d) shall be offered equally ratably to each Lender and shall be subject to the following provisions: (i) If, by the Extension Response Date, Lenders holding then existing Term Loans that aggregate 50% or more of the total outstanding Term Loans shall constitute Non-Extending Lenders, then the Existing Facility Termination Date shall not be extended and the outstanding principal balance of all LendersTerm Loans and other amounts payable hereunder shall be payable on the Existing Facility Termination Date in effect prior to such extension. (ii) If (and only if), by the Extension Response Date, Lenders holding Term Loans that aggregate more than 50% of the total outstanding Term Loans shall have agreed to extend the Existing Facility Termination Date (each such consenting Lender, an “Extension RequestExtending Lender”), then effective as of the Existing Facility Termination Date, the Facility Termination Date for such Extending Lenders shall be so extended (subject to satisfaction of the conditions set forth in this Section 2.1(d)). In the event of such extension, the outstanding principal balance of all Term Loans, accrued interest and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Facility Termination Date and, subject to Section 2.1(d)(iii) setting forth below, the total Term Loans hereunder shall be reduced by the Term Loans of the Non-Extending Lenders so terminated on such Existing Facility Termination Date. (iii) In the event of any extension of the Existing Facility Termination Date pursuant to this Section 2.1(d), the Borrower shall have the right on or before the Existing Facility Termination Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 12.3) all its interests, rights (other than its rights to payments due to such Lender pursuant to Sections 3.4, Section 9.7 or otherwise under the Loan Documents, in each case, arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-Extending Lender by the Borrower, which may include any existing Lender (each a “Replacement Lender”); provided, that (x) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent to the extent the consent of the Administrative Agent would be required to effect an assignment under Section 12.3; such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Existing Facility Termination Date in effect for such Non-Extending Lender prior to the effective date of the requested extension) and the Replacement Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on which the outstanding principal amount Term Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date. (iv) Any extension of the Existing Facility Termination Date pursuant to this Section 2.1(d) shall not be effective unless: a. No Default or Unmatured Default of which, in the case of an Unmatured Default, either the Administrative Agent has notified the Borrower proposes that or the Extended Commitments Borrower has notified the Administrative Agent and the Lenders pursuant to Section 6.3, shall have occurred and be continuing on the date of such extension and after giving effect thereto; b. The representations and warranties contained in Article V shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to the Administrative Agent, true and the proposed terms of the Extended Commitments to be established, which terms shall be identical correct in all material respects on and as of the date of such extension and after giving effect thereto, as though made on and as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and c. The Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing CommitmentsFacility Termination Date signed by an Authorized Officer of the Borrower certifying that, as of such date, the each of the conditions set forth in this Section 2.1(d)(iv) are satisfied. (v) In connection with any extension of the Existing Facility Termination Date pursuant to this Section 2.1(d), the Borrower, the Administrative Agent and each Extending Lender may, without the consent of any other Lender, make such amendments to this Agreement as the Administrative Agent reasonably determines to be necessary to evidence such extension (it being understood that the foregoing shall supersede any provisions of Section 8.2 to the contrary); provided, howeverin all events, that (i) the scheduled Final Maturity Date shall be extended for such Extended Commitments, (ii) (A) the interest margins and commitment fees with respect to the Extended Commitments extended Term Loans may be higher or lower different than the interest margins and commitment fees for the non-extended Term Loans from and after the Existing Commitments and/or (B) additional Facility Termination Date and upfront fees and premiums may be payable paid solely to the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause (A)Extending Lenders, in each case, to the extent provided in the applicable Extension Amendment, extension amendment; (iii) all borrowings and all repayments of outstanding loans (including permanent repayments) under the Extended Commitments shall be made on a pro rata basis or less than pro rata basis with all other Commitments, and (ivB) the Extension Amendment applicable extension amendment may provide for such other terms and conditions (in addition to those provided in the foregoing clauses (i) through (iii)) with respect to the Extended Commitments that either, at the option of Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by Borrower in good faith), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to Borrower (as determined by Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable that apply solely to any period after the Final Maturity latest applicable Facility Termination Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for Term Loans being extended unless all outstanding Term Loans receive the benefit of the lenders of Extended Commitments, such covenants and other terms; (C) no consent shall be required from Administrative Agent or the Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders providing the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent)). No Lender shall have any obligation to agree to have any of its Commitments converted into Extended Commitments pursuant to any Extension Request; provided that Borrower extended Term Loans shall be entitled to exercise its right the benefit of any collateral or guarantees while any existing Term Loans not included in such extension are outstanding unless all outstanding existing Term Loans also receive the benefit of such collateral or guarantees; (D) all or any of the scheduled amortization payments of principal of the extended Term Loans (including the maturity date) may be delayed to remove any Lender who does not agree later dates than the scheduled amortization payments of principal (including the maturity date) of the existing Term Loans subject to such conversion as a Non-Consenting Lender extension pursuant to this Section 2.20 2.1(d); and (Removal or Replacement of a Lender). (bE) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments subject to such Extension Request converted into Extended Commitments shall notify Administrative Agent (an “Extension Election”) on or no extended Term Loans may be optionally prepaid prior to the date specified in such Extension Request of on which the amount of its Commitments existing Term Loans subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested extension pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on this Section 2.1(d) are repaid in full unless such optional prepayment is accompanied by a pro rata basis based on the amount of Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.25(e) and notwithstanding anything to the contrary set forth in Section 9.5 (Amendments and Waivers), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments) executed by Borrower, Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.25 each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Commitments obtained following the date of such Extension Amendment. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any existing Commitments are converted to extend the related scheduled maturity date(s) in accordance with this Section 2.25, in the case of the existing Commitments of each Extending Lender, the aggregate principal amount optional prepayment of such existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Extended Commitments shall be established as a separate class of Commitments (together with any other Extended Commitments so established on such date)Term Loans. (e) Administrative Agent and the Lenders hereby (i) consent to the consummation of the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Lenders for any Extension Amendment that is effectuated pursuant to Section 2.25(c). (f) No conversion of Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date of each Extending Lender’s Extended Commitments, and attaches a copy of the proposed Extension Amendment.

Amend and Extend. (a) The Borrower may at any time and may, by written notice to the Administrative Agent from time to time time, request that all or a portion of the Commitments an extension (each, an “Existing CommitmentExtension”) be converted of the Term Loan Maturity Date of any Borrowing to extend the scheduled extended maturity date of any payment of principal with respect to all or a portion of any principal specified in such notice. Such notice shall set forth (1) the amount of such Commitments the applicable Borrowing of Term Loans to be extended (any Commitments which have been so converted, “Extended Commitments”shall not be less than the Minimum Threshold) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders, which such request shall be offered equally to all Lenders2) (an “Extension Request”) setting forth the date on which Borrower proposes that the Extended Commitments shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice Extension is delivered requested to become effective (which shall be not less than ten Business Days nor more than sixty 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 Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable Borrowing 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 Borrowing 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) in respect of which Lenders shall have accepted the relevant Extension Offer (such Term Loans, and “Extended Term Loans”) shall exceed the proposed terms maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the Extended Commitments to be established, which terms applicable Borrowing shall be identical 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 (1) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects to on and as of the Existing Commitmentsdate of such Extension, and (3) the terms of such Extended Term Loans shall comply with Section 2.23(c). (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided, however, provided that (i1) the scheduled Final Maturity Date final maturity date of any Extended Term Loan shall be extended for such Extended Commitmentsno earlier than the Term Loan Maturity Date, (ii2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (A3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (4) the interest margins and commitment fees with respect to the Extended Commitments may be higher or lower than the interest margins and commitment fees for the Existing Commitments and/or (B) additional fees rate margin, rate floors, fees, original issue discounts and premiums may applicable to any Extended Term Loans shall be payable to determined by the Borrower and the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause Term Loans and (A), in each case, 5) to the extent provided in the applicable Extension Amendment, (iii) all borrowings and all repayments terms of outstanding loans (including permanent repayments) under the Extended Commitments shall be made on a pro rata basis or less than pro rata basis Term Loans are inconsistent with all other Commitments, and the terms set forth herein (iv) the Extension Amendment may provide for such other terms and conditions except as set forth in clause (in addition to those provided in the foregoing clauses (i1) through (iii)4) with respect to the Extended Commitments that either, at the option of Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by Borrower in good faithabove), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to Borrower (as determined by Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Final Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to the Administrative Agent (provided thatAgent; provided, at Borrower’s electionhowever, to the extent that any term or provision financial maintenance covenant is added for the benefit of the lenders of any Extended CommitmentsTerm Loans, no consent shall be required from the Administrative Agent or the Lenders any Lender to the extent that such term or provision financial maintenance covenant is also added, or the features of such term or provision are provided, added for the benefit of the corresponding existing Term Loans; provided, further, that the Lenders providing hereby expressly authorize the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent)). No Lender shall have any obligation to agree to have any of its Commitments converted into Extended Commitments pursuant to any Extension Request; provided that Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.20 (Removal or Replacement of a Lender). (b) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments subject to such Extension Request converted into Extended Commitments shall notify Administrative Agent (to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.25(e) and notwithstanding anything to the contrary set forth in Section 9.5 (Amendments and Waivers), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments) executed by Borrower, Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.25 each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Commitments obtained following the date of such Extension Amendmentamendment. (d) Notwithstanding anything In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the contrary contained Administrative Agent an 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 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 this Agreementthe reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on any date on which any existing Commitments are converted to extend the related scheduled maturity date(s) in accordance terms not inconsistent with this Section 2.25, in the case of the existing Commitments of each Extending Lender, the aggregate principal amount of such existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Extended Commitments shall be established as a separate class of Commitments (together with any other Extended Commitments so established on such date2.23). (e) Administrative Agent and the Lenders hereby (i) consent This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the consummation of the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Lenders for any Extension Amendment that is effectuated pursuant to Section 2.25(c)contrary. (f) No conversion of Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date of each Extending Lender’s Extended Commitments, and attaches a copy of the proposed Extension Amendment.

Amend and Extend. Transactions (a1) Borrower may at any time and Open Text may, by written notice to the Administrative Agent from time to time time, request that all or a portion of the Commitments an extension (each, an “Existing CommitmentExtension”) of the Term Loan Repayment Date of any Advance and Commitments to the extended maturity date specified in such notice. Such notice shall: (a) set forth the amount of the Term Loans to be converted extended (which shall be in minimum increments of U.S. $1,000,000 and a minimum amount of U.S. $5,000,000); (b) set forth the date on which such Extension is requested to extend become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the scheduled date of such Extension (or such longer or shorter periods as the Administrative Agent shall agree)); and (c) identify the relevant Term Loans to which such Extension relates. Each Lender 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 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) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans requested to be extended by Open Text pursuant to such Extension Offer, then the Term Loans of 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. (2) It shall be a condition precedent to the effectiveness of any Extension that (a) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (b) the representations and warranties set forth in Article 5 and in each other Credit Document shall be true and correct in all material respects on and as of the date of such Extension, and (c) the terms of such Extended Term Loans shall comply with Section 2.13(3). (3) The terms of each Extension shall be determined by Open Text and the applicable extending Lender and set forth in an Extension Amendment; provided that (a) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Repayment Date, (b) the average life to maturity of the Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term Loans, (c) the Extended Term Loans will rank pari passu (or more junior) in right of payment of principal and with respect to all or a portion security with the Term Loans and (4) In connection with any Extension, Open Text, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an 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 Extension Amendment may, without the consent of any principal amount other Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Open Text, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as new Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Open Text in connection with the establishment of such Commitments (any Commitments which have been so converted, “Extended Commitments”) and to provide for other new Term Loans on terms consistent with this Section 2.25. In order to establish any Extended Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders, which such request shall be offered equally to all Lenders) (an “Extension Request”) setting forth the date on which Borrower proposes that the Extended Commitments shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to the Administrative Agent, and the proposed terms of the Extended Commitments to be established, which terms shall be identical in all material respects to the Existing Commitments; provided, however, that (i) the scheduled Final Maturity Date shall be extended for such Extended Commitments, (ii) (A) the interest margins and commitment fees with respect to the Extended Commitments may be higher or lower than the interest margins and commitment fees for the Existing Commitments and/or (B) additional fees and premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings and all repayments of outstanding loans (including permanent repayments) under the Extended Commitments shall be made on a pro rata basis or less than pro rata basis with all other Commitments, and (iv) the Extension Amendment may provide for such other terms and conditions (in addition to those provided in the foregoing clauses (i) through (iii)) with respect to the Extended Commitments that either, at the option of Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by Borrower in good faith), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to Borrower (as determined by Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Final Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the lenders of Extended Commitments, no consent shall be required from Administrative Agent or the Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders providing the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent)). No Lender shall have any obligation to agree to have any of its Commitments converted into Extended Commitments pursuant to any Extension Request; provided that Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.20 (Removal or Replacement of a Lender2.13). (b) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments subject to such Extension Request converted into Extended Commitments shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.25(e) and notwithstanding anything to the contrary set forth in Section 9.5 (Amendments and Waivers), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments) executed by Borrower, Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.25 each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Commitments obtained following the date of such Extension Amendment. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any existing Commitments are converted to extend the related scheduled maturity date(s) in accordance with this Section 2.25, in the case of the existing Commitments of each Extending Lender, the aggregate principal amount of such existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Extended Commitments shall be established as a separate class of Commitments (together with any other Extended Commitments so established on such date). (e) Administrative Agent and the Lenders hereby (i) consent to the consummation of the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Lenders for any Extension Amendment that is effectuated pursuant to Section 2.25(c). (f) No conversion of Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date of each Extending Lender’s Extended Commitments, and attaches a copy of the proposed Extension Amendment.