Common use of Extended Loans Clause in Contracts

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, the Borrower may at any time and from time to time request that all or a portion of a class of Loans (an “Existing Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so converted, “Extended Loans”) and to provide for other terms consistent with this Section 2.27. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established which shall be identical to the class of Loans from which such Extended Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documents.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans under any Subfacility (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments under each Subfacility (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any extension consummated by a Borrower pursuant to this Section 2.19, (i) such extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Extension Amendment Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding on reduced upon the Lendersdate that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date) and, if applicable, each applicable Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 105% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Loan Parties Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date) and, if applicable, each applicable Borrower shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Agreement or any other Credit Document that may otherwise prohibit any extension or any other transaction contemplated by this Section 2.19, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrowers by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, Lead Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the then-existing Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the class of proposed interest rates and fees payable) and (y) have the same terms as the Existing Revolving Loans from which such Extended Revolving Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Initial Maturity Date; (ii) the effective yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of effective yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Latest Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extension Amendment (immediately prior to the date on which establishment of such Extended Revolving Loans) and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans under at the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) The With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on such Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension Amendment consummated by a Borrower pursuant to this Section 2.19, (i) such Extension Amendment shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding reduced upon the date that is five (5) Business Days prior to the Latest Maturity Date that is in effect on the Lenderseffective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans) (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Loan Parties Borrowers shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to such Latest Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension Amendment and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any Extension Amendment or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested by necessary or appropriate, in the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit reasonable opinion of the applicable Security DocumentsAdministrative Agent and Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the U.S. Borrower may at any time and from time to time when no Default or Event of Default then exists request that all or a portion of a class any initial Tranche of the B Term Loans, C Term Loans, Incremental Term Loans, U.S. Borrower Revolving Loans or Canadian Borrower Revolving Loans (each, an “Existing B Term Loan FacilityTranche”) , “Existing C Term Loan Tranche”, “Existing Incremental Term Loan Tranche”, “Existing U.S. Borrower Revolving Loan Tranche” and “Existing Canadian Borrower Revolving Loan Tranche”, respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such B Term Loans, C Term Loans, Incremental Term Loans, U.S. Borrower Revolving Loans or Canadian Borrower Revolving Loans (any such Loans which have been so converted, “Extended B Term Loans”, “Extended C Term Loans”, “Extended Incremental Term Loans”, “Extended U.S. Borrower Revolving Loans” and “Extended Canadian Borrower Revolving Loans”, respectively) and to provide for other terms consistent with this Section 2.272.14. In order to establish any Extended Loans, the U.S. Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans under the relevant Existing Tranche from which such Extended Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the class Loans of Loans being converted to the extent provided in the applicable such Existing Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each caseTranche, to the extent provided in the applicable Loan Extension Amendment; ; (ii) repayments of principal of the Extended U.S. Borrower Revolving Loans and Extended Canadian Borrower Revolving Loans may be delayed to later dates than the Initial Revolving Loan Maturity Date; (iii) the Loan Effective Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of such Existing Tranche to the extent provided in the applicable Extension Amendment; provided that if at the time of the effectiveness of any Extension Amendment with respect any new Extended Loans, Extended Loans of another Extension Series converted from the same Existing Tranche remain outstanding, then if the Effective Yield in respect of such new Extended Loans shall at any time (over the life of such Extended Loans) exceed by more than 0.50% the Effective Yield on the then outstanding Extended Loans pursuant to such other Extension Series, the Applicable Margin applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Loans of each such existing Extension Series do not receive less than the Effective Yield with respect to such new Extended Loans less 0.50%; (iv) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Latest Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Loans); and (ivv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Loans under the relevant Existing Tranche from which such Extended Loans have been converted before applying any such proceeds to prepay such Extending Term Loans; and (vi) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Loans under the relevant Existing Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrowers and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the class Existing Term Loan Tranche from which they such Term Loans were converted converted) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Loans under such class that were not convertedof a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Loans then outstanding. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Loans converted from an Existing Tranche may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in Series with respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)Existing Tranche. (c) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documents.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.32, the Lead Borrower may at any time and from time to time request that all or a portion of a class of the then-existing Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.32. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Latest Maturity Date; (ii) the All-In Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of All-In Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Latest Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extension Amendment (immediately prior to the date on which establishment of such Extended Revolving Loans)and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans under at the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.22(d) and 2.23(k), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Percentage of the aggregate amount of Revolving Commitments (and, except as provided in Sections 2.22(d) and 2.23(k), without giving effect to changes thereto on such Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.32. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.32(a) above (but which shall not require the consent of any other Lender). Each Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension Amendment consummated by a Borrower pursuant to this Section 2.32, (i) such Extension Amendment shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the aggregate amount extended is less than (A) the LC Commitment, LC Commitment shall be binding reduced upon the date that is five (5) Business Days prior to the Latest Maturity Date that is in effect on the Lenderseffective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans) (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Loan Parties Borrowers shall cash collateralize obligations under any issued Letters of Credit in an amount equal to 103% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to such Latest Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension Amendment and the other transactions contemplated by this Section 2.32 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any Extension Amendment or any other transaction contemplated by this Section 2.32; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.32, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Loan Documents as may be reasonably requested by necessary or appropriate, in the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit reasonable opinion of the applicable Security DocumentsAdministrative Agent and the Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Election or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (each, a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any extension (an “Extension”) consummated by the Borrower pursuant to this Section 2.19, (i) such Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Extension Amendment Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding on reduced upon the Lendersdate that is five (5) Business Days prior to the Maturity Date to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date, and, if applicable, the Loan Parties Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 103.0% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date, and, if applicable, the Borrower shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.19, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Loan Parties Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Loan Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrower by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, the The Borrower may at any time and from time to time request that all or a portion of the Loans or Commitments of a class of Loans given Class (each, an ““ Existing Loan FacilityTranche”) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans or Commitments (any such Loans or Commitments which have been so convertedamended, “Extended Loans”) and to provide for other terms consistent with this Section 2.272.18. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established established, which shall (x) be identical as offered to each Lender under such Existing Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Loan Tranche and (y) be identical to the class of Loans from under the applicable Existing Loan Tranche to which such amended Extended Loans are to be converted relate, except that: : (i) with respect to any Term Facility Loan, all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class Loans of Loans being converted such Existing Loan Tranche, to the extent provided in the applicable Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different from than the interest margins Effective Yield for the class Loans of Loans being converted and upfront fees may be paid to the Extending Lenderssuch Existing Loan Tranche, in each case, to the extent provided in the applicable Loan Extension Amendment; ; (iii) the Loan Extension Amendment may provide for other covenants and terms that (x) apply solely to any period after the latest final maturity of all classes of Loans Latest Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Loans; and ) or (y) are on current market terms (as determined by the Borrower in good faith) and (iv) no Extended Loans may have optional prepayment terms (including call protection) as may be optionally prepaid agreed by the Borrower and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (B) with respect to any Extended Loan constituting a Term Facility Loan, other than with respect to Customary Bridge Loans, in no event shall the Maturity Date of any Extended Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) with respect to any Extended Loan constituting a Term Facility Loan, other than with respect to Customary Bridge Loans, the Weighted Average Life to Maturity of any Extended Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Loan Tranche (as originally in effect prior to any amortization or prepayments thereto), (D) with respect to any extension of an Existing Loan Tranche consisting of revolving credit commitments established hereunder, in no event shall the date on which the Maturity Date of any Extended Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the relevant Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other revolving credit commitments established hereunder and (E) any such Extended Loans under such class that were not converted(and the Liens securing the same) shall be permitted by the terms of the ABL Credit Agreement and the Intercreditor Agreement (in each case, to the extent the ABL Credit Agreement and the Intercreditor Agreement are then in effect). Any Extended Loans converted amended pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted amended from an Existing Loan Tranche may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class Extension Series with respect to such Existing Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended LoansLoans incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Loan Tranche are requested to respondrespond (or such shorter period as shall be acceptable to the Administrative Agent in any given case), 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 2.18. No Lender shall have any obligation to agree to have any of its Loans and/or Commitments of such class any Existing Loan Tranche amended (and converted into Extended Loans Loans) pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Loans and/or Commitments under the Existing Loan Tranche subject to such class being Extension Request amended and converted into Extended Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class under the Existing Loan Tranche which it has elected to request be amended and converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Loans and/or Commitments under such class being converted the Existing Loan Tranche subject to Extension Elections exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans and/or Commitments subject to Extension Elections shall be amended and converted to Extended Loans on a pro rata basis based on the aggregate principal amount of Loans and/or Commitments included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.18(a) above (but which shall not require the consent of any other Lender). Each Loan The effectiveness of any Extension Amendment shall be binding subject to the satisfaction on the Lenders, date thereof of the Loan Parties and conditions specified in the other parties hereto. In connection with any Loan applicable Extension Amendment, the Loan Parties Extension Minimum Condition (unless waived by the Borrower) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby (x) agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.08 with respect to any Existing Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Loans thereunder in an amount equal to the aggregate principal amount of the Extended Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Loans required pursuant to Section 2.08), (iii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 9.01 and (iv) effect such other amendments to this Agreement and the other Loan Documents (A) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18 or (B) otherwise, that are favorable to, and added for the benefit of, all then-existing Lenders as determined by the Borrower in good faith, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment and (y) consents to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Amendment). (d) No conversion, amendment or extension of Loans pursuant to any Extension Amendment in accordance with this Section 2.18 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) This Section 2.18 shall supersede any provisions in Section 2.16 or Section 9.01 to the contrary. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, 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 such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Loans and/or Commitments under the applicable Existing Loan Tranche in such amount as is required to cause such Lender to hold Extended Loans of the applicable Extension Series into which such other Loans and/or Commitments were initially amended, 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 (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.18(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in clauses (i), (ii), (iii) and (iv) of the last sentence of Section 2.18(c).

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans (an other than FILO Loans) (the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments under each Extension Series of Extended Revolving Loans, and the Existing Revolving Loans, (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and Agent, each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above and each Issuing Bank (solely to the extent that such Extension Amendment would result in the extension of such Issuing Bank’s obligations with respect to Letters of Credit) (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any extension consummated by a Borrower pursuant to this Section 2.19, (i) such extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Extension Amendment Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding on reduced upon the Lendersdate that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date) and, if applicable, each applicable Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Loan Parties Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date) and, if applicable, each applicable Borrower shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Agreement or any other Credit Document that may otherwise prohibit any extension or any other transaction contemplated by this Section 2.19, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrowers by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders.

Extended Loans. (a) Notwithstanding anything Borrower may, by written notice to the contrary in this Agreement, the Borrower may at any time and Agent from time to time time, request that all or a portion an extension (each, an “Extension”) of a the Maturity Date of any class of Loans to the extended maturity date specified in such request. Such notice shall set forth (an “Existing Loan Facility”i) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such the applicable class of Loans to be extended (any such Loans which have been so converted, the “Extended Loans”) (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Extension is requested to provide for other terms consistent with this Section 2.27. In order to establish any Extended Loans, become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy date of such notice requested Extension (or such longer or shorter periods as Agent shall agree)) and (iii) identifying the relevant class or classes of Loans to each which such requested Extension relates. Each Lender of the Lenders under the applicable Existing Loan Facility) class shall be offered (an “Extension RequestOffer”) setting forth an opportunity to participate in such Extension on a pro rata basis and on the proposed same terms and conditions as each other Lender of such class pursuant to procedures established by, or reasonably acceptable to, Agent. If the aggregate principal amount of Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans requested to be extended by Borrower pursuant to such Extension Offer, then the Loans of Lenders of the Extended Loans to be established which applicable class shall be identical extended ratably up to such maximum amount based on the class respective principal amounts (but not to exceed actual holdings of Loans from which such Extended Loans are to be converted except that: (irecord) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan which such Lenders have accepted such Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended LoansOffer. (b) The Borrower It shall provide be a condition precedent to the applicable effectiveness of any Extension Request that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to all Lenders and immediately after giving effect to such Extension and (ii) the terms of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection comply with any such extensionSection 2.17(c). (c) The terms of each Extension shall be determined by Borrower and the Lenders agreeing to such extension (the “Extending Lenders”) and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Latest Maturity Date (ii) the Weighted Average Life to Maturity of the Extended Loans shall be established pursuant no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security, (iv) none of the borrower and the guarantors of the Extended Loans shall be a Person that is not a Credit Party and the Extended Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Loan shall be determined by Borrower and the applicable extending Lender, (vi) the Extended Loans may share ratably or less than ratably (but not more than ratably) in in any prepayments hereunder and (vii) to the extent the terms of the Extended Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Agent. (d) In connection with any Extension, Borrower, Agent and each applicable extending Lender shall execute and deliver to Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Loan Extension Amendment”) and such other documentation as Agent shall reasonably specify to this Agreement among evidence the BorrowerExtension. Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require without the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties effect such amendments to this Agreement and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by necessary or appropriate (but only to such extent), in the Collateral reasonable opinion of Agent (which shall not require and Borrower, to implement the terms of any consent from such Extension, including any Lender) in order amendments necessary to ensure that the establish Extended Loans are provided as a new class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the benefit establishment of the applicable Security Documentssuch new class or tranche, in each case on terms consistent with this Section 2.17). (e) This Section 2.17 shall supersede any provision in Section 2.9 or 12.2.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (each, a “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension consummated by a Borrower pursuant to this Section 2.19, (i) such Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Extension Amendment Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding on reduced upon the Lendersdate that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date, and, if applicable, the Loan Parties Borrowers shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date, and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.19, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Loan Parties Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrowers by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extension, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the Borrower terms of this Section 2.19, the Company may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans under any Subfacility (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Revolving Commitments under each Subfacility (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Borrower Company shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans are requested to respond. No Lender , and shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all procedures, if any, as may be established by, or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by acceptable to, the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding case acting reasonably to accomplish the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)this Section 2. (c) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documents.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, the Borrower may at any time and from time to time request that all or a portion of a class of Loans (an “Existing Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so converted, “Extended Loans”) and to provide for other terms consistent with this Section 2.27. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established which shall be identical to the class of Loans from which such Extended Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans Commitments shall be established pursuant to an amendment (a an “Loan Extension AmendmentAgreement”) to this Agreement among (which, except to the Borrower, extent expressly contemplated by the Administrative Agent penultimate sentence of this Section 2.15(c) and each Extending Lender providing an Extended Loan thereunder which shall be consistent with notwithstanding anything to the provisions contrary set forth in paragraph (a) above (but which Section 13.1, shall not require the consent of any Lender other Lender). Each Loan Extension Amendment shall be binding on than the LendersExtending Lenders with respect to the Extended Loans/Commitments established thereby) executed by the Credit Parties, the Loan Parties Administrative Agent and the other parties heretoExtending Lenders. In addition to any terms and changes required or permitted by Section 2.15(a), each Extension Agreement in respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.5 or the applicable Incremental Agreement or Extension Agreement with respect to the Existing Class of Term Loans from which the Extended Term Loans were exchanged to reduce each scheduled Repayment Amount for the Existing Class in the same proportion as the amount of Term Loans of the Existing Class is to be reduced pursuant to such Extension Agreement (it being understood that the amount of any Repayment Amount payable with respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any Loan Extension AmendmentAgreement, the Loan Parties and the Collateral Agent Borrower shall enter into confirmations or reaffirmations deliver an opinion of counsel reasonably acceptable to the Security Administrative Agent (i) as to the enforceability of such Extension Agreement, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be reasonably requested amended thereby (in the case of such other Credit Documents as contemplated by the Collateral Agent immediately preceding sentence) and covering other customary matters and (which shall not require any consent from any Lenderii) in order to ensure the effect that such Extension Agreement, including the Extended Loans are Loans/Commitments provided for therein, does not conflict with or violate the benefit terms and provisions of the applicable Security DocumentsSection 13.1 of this Agreement.

Extended Loans. (a) Notwithstanding anything to the contrary in this AgreementSo long as no Default or Event of Default has occurred and is continuing, the Borrower may at any time and from time by written notice to time Administrative Agent request that all or a portion of a class of the Loans (an “Existing Loan FacilityLoans”) be converted amended to extend by up to twelve (12) months both (x) the applicable Availability Period and (y) the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so convertedamended, “Extended Loans”) and to provide for other terms consistent with this Section 2.27). In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established which shall be identical to the class of Existing Loans from which such Extended Loans are to be converted except that: (i) the terms and conditions applicable to such Extended Loans shall be identical in all respects to the terms and conditions set forth in Appendix 1, Appendix 2 and Appendix 3 of this Agreement (and any related provision or definition under this Agreement or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted other Financing Document) with respect to the extent provided in the applicable Loan Extension Amendmentsubject matter thereof; (ii) the interest margins with respect to the Extended Loans may be different from than the interest margins for the class of Existing Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity Latest Maturity Date of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid in full and the related Commitments terminated unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted; and (v) each Extended Loan (x) shall rank pari passu in right of payment with the Obligations and (y) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations; provided, that (I) such Extended Loan shall not be subject to any Guarantee by any person other than a Loan Party and (II) the obligations in respect of such Extended Loan shall not be secured by a Lien on any asset other than any asset constituting Collateral. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Loans. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class the Loans that is are subject to the Extension Request at least five six (56) Business Days months prior to the date on which Lenders under such class being converted are requested to respondend of the Availability Period. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request; provided, however, that if a Lender that does not agree to have its Loans converted into Extended Loans pursuant to any Extension Request to which the Majority Lenders have agreed, the Borrower may (i) deem such Lender to be a “Non-Consenting Lender” for purposes of Section 9.12(i) and (ii) replace such Lender on the terms and subject to the conditions of Section 9.12(i). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). A fee in an amount to be determined and set forth in the applicable Extension Request shall be due and payable to each Extending Lender on the date specified in the applicable Extension Request. In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations such amendments to the Security Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security DocumentsCollateral Documents consistent with the provisions set forth in paragraph (a) above and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the Borrower terms of this Section 2.19, the Company may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans under any Subfacility (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Revolving Commitments under each Subfacility (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Borrower Company shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any LoansElectionsElection or, if such extension relates to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Company shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any extension consummated by a Borrower pursuant to this Section 2.19, (i) such extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Extension Amendment Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding on reduced upon the Lendersdate that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, each applicable Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 103% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Loan Parties Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, each applicable Borrower shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any extension or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.19, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any extension, if the Collateral Requirement is then currently in effect, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). Subject to Section 9.12, the Credit Parties shall take any actions reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any Lender) in order to ensure and/or demonstrate that the Extended Loans are provided with Liens and security interests granted by the benefit Security Documents continue to secure all Obligations and continue to be perfected under the UCC, the PPSA or otherwise after giving effect to the extension of the applicable Security Documentsany Revolving Loans.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time request that all or a portion of a class of the then-existing Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish . any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have . any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension Amendment consummated by a Borrower pursuant to this Section 2.19, (i) such Extension Amendment shall be binding on not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the Lendersaggregate amount extended is less than (A) the LC Commitment, the Loan Parties LC Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, the Borrowers shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension Amendment and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any Extension Amendment or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrowers by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have 18-22178-rdd Doc 51-1 Filed 02/06/18 Entered 02/06/18 17:00:35 Exhibit Pg 94 of 432 any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Election or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (each, a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any extension (an “Extension”) consummated by the Borrower pursuant to this Section 2.19, (i) such Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Extension Amendment Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding on reduced upon the Lendersdate that is five (5) Business Days prior to the Maturity Date to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date, and, if applicable, the Loan Parties Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 103.0% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date, and, if applicable, the Borrower shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.19, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Loan Parties Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Loan Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. 18-22178-rdd Doc 51-1 Filed 02/06/18 Entered 02/06/18 17:00:35 Exhibit Pg 95 of the applicable Security Documents.432

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, the Borrower may at any time and from time to time request that all or a portion of a class of Loans (an “Existing Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so converted, “Extended Loans”) and to provide for other terms consistent with this Section 2.27. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established which shall be identical to the class of Loans from which such Extended Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans Commitments shall be established pursuant to an amendment (a an “Loan Extension AmendmentAgreement”) to this Agreement among (which, except to the Borrower, extent expressly contemplated by the Administrative Agent penultimate sentence of this Section 2.15(c) and each Extending Lender providing an Extended Loan thereunder which shall be consistent with notwithstanding anything to the provisions contrary set forth in paragraph (a) above (but which Section 10.01, shall not require the consent of any Lender other Lenderthan the Extending Lenders with respect to the Extended Loans/Revolving Credit Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Class of Existing Revolving Credit Commitments is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”). Each Loan Extension Amendment , (A) in the case of the Existing Revolving Credit Commitments of each Extending Lender under any Specified Existing Revolving Credit Commitment Class, the aggregate principal amount of such Existing Revolving Credit Commitments shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations deemed reduced by an amount equal to the Security Documents aggregate principal amount of Extended Revolving Credit Commitments so converted or exchanged by such Lender on such date (or by any greater amount as may be reasonably requested agreed by the Collateral Agent (which Borrowers and such Lender), and such Extended Revolving Credit Commitments shall not require any consent be established as a separate Class of revolving credit commitments from the Specified Existing Revolving Credit Commitment Class and from any Lenderother Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date) in order and (B) if, on any Extension Date, any Existing Revolving Credit Loans of any Extending Lender are outstanding under the Specified Existing Revolving Credit Commitment Class, such Existing Revolving Credit Loans (and any related participations) shall be deemed to ensure that the be converted or exchanged to Extended Revolving Credit Loans are provided with the benefit (and related participations) of the applicable Security DocumentsClass in the same proportion as such Extending Lender’s Specified Existing Revolving Credit Commitments Class to Extended Revolving Credit Commitments of such Class.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable this Section 2.23), the Borrower may at any time and from time to time request that all or a any portion of a class of the Loans and related Commitments under any Facility (an “Existing Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans and related Commitments (any such Loans and related Commitments which have been so converted, “Extended Loans”) and to provide for other terms consistent with this Section 2.272.23. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent for the benefit of all of the Lenders under the applicable Existing Facility (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established which shall be identical substantially similar to the class of Loans and related Commitments under the Existing Facility from which such Extended Loans are to be converted or another existing Class of Loans and related Commitments (or such other terms as shall be reasonably satisfactory to the Administrative Agent) except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans (including the maturity date) may be delayed to later dates than the scheduled amortization payments of principal of the class Loans (including the maturity date) of Loans being converted such Existing Facility to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from than the interest margins for the class Loans of Loans being converted such Existing Facility and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Latest Maturity Date in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; (iv) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder; and (ivv) there shall be no obligor in respect of any such Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment Facility that is accompanied by not a pro rata optional prepayment of the Loans under such class that were not convertedLoan Party. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class Class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted from an Existing Facility may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class Class of Extended LoansLoans with respect to such Existing Facility. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted the Existing Facility are requested to respondrespond (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). No Lender shall have any obligation to agree to have any of its Loans of such class any Existing Facility converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a any portion of its Loans and related Commitments under the Existing Facility subject to such class being Extension Request converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class and related Commitments under the Existing Facility which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans and related Commitments under such class being converted the Existing Facility subject to Extension Elections exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans and related Commitments subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans and related Commitments included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations such amendments to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security DocumentsDocuments on a pari passu basis with the applicable other Loan Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, the Borrower may at any time and from time to time request that all or a portion of a class of Loans (an “Existing Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so converted, “Extended Loans”) and to provide for other terms consistent with this Section 2.27. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established which shall be identical to the class of Loans from which such Extended Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted; and (v) any such Extended Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreement (to the extent the Intercreditor Agreement is then in effect). Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documents.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, the The Borrower may at any time and from time by written notice to time Administrative Agent request that all or a portion of a class of the Loans (an “Existing Loan FacilityLoans”) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so convertedamended, “Extended Loans”) and to provide for other terms consistent with this Section 2.27). In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established which shall be identical to the class of Existing Loans from which such Extended Loans are to be converted except that: (i) the terms and conditions applicable to such Extended Loans shall be identical in all respects to the terms and conditions set forth in Appendix 1, Appendix 2 and Appendix 3 of this Agreement (and any related provision or definition under this Agreement or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted other Financing Document) with respect to the extent provided in the applicable Loan Extension Amendmentsubject matter thereof; (ii) the interest margins with respect to the Extended Loans may be different from than the interest margins for the class of Existing Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity Latest Maturity Date of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; andand *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class the Loans that is are subject to the Extension Request at least five thirty (530) Business Days days prior to the date on which Lenders under with such class Loans being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations such amendments to the Security Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documents.Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission

Extended Loans. (a) Notwithstanding anything Borrower may, by written notice to the contrary in this Agreement, the Borrower may at any time and Agent from time to time time, request that all or a portion an extension (each, an “Extension”) of a the Maturity Date of any class of Loans to the extended maturity date specified in such request. Such notice shall set forth (an “Existing Loan Facility”i) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such the applicable class of Loans to be extended (any such Loans which have been so converted, the “Extended Loans”) (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Extension is requested to provide for other terms consistent with this Section 2.27. In order to establish any Extended Loans, become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy date of such notice requested Extension (or such longer or shorter periods as Agent shall agree)) and (iii) identifying the relevant class or classes of Loans to each which such requested Extension relates. Each Lender of the Lenders under the applicable Existing Loan Facility) class shall be offered (an “Extension RequestOffer”) setting forth an opportunity to participate in such Extension on a pro rata basis and on the proposed same terms and conditions as each other Lender of such class pursuant to procedures established by, or reasonably acceptable to, Agent. If the aggregate principal amount of Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans requested to be extended by Borrower pursuant to such Extension Offer, then the Loans of Lenders of the Extended Loans to be established which applicable class shall be identical extended ratably up to such maximum amount based on the class respective principal amounts (but not to exceed actual holdings of Loans from which such Extended Loans are to be converted except that: (irecord) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan which such Lenders have accepted such Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended LoansOffer. (b) The Borrower It shall provide be a condition precedent to the applicable effectiveness of any Extension Request that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to all Lenders and immediately after giving effect to such Extension and (ii) the terms of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection comply with any such extensionSection 2.17(c). (c) The terms of each Extension shall be determined by Borrower and the Lenders agreeing to such extension (the “Extending Lenders”) and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of the Extended Loans shall be established pursuant no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security, (iv) none of the borrower and the guarantors of the Extended Loans shall be a Person that is not a Credit Party and the Extended Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Loan shall be determined by Borrower and the applicable extending Lender, (vi) the Extended Loans may share ratably or less than ratably (but not more than ratably) in in any mandatory prepayments hereunder and (vii) to the extent the terms of the Extended Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Agent. (d) In connection with any Extension, Borrower, Agent and each applicable extending Lender shall execute and deliver to Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Loan Extension Amendment”) and such other documentation as Agent shall reasonably specify to this Agreement among evidence the BorrowerExtension. Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require without the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties effect such amendments to this Agreement and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by necessary or appropriate (but only to such extent), in the Collateral reasonable opinion of Agent (which shall not require and Borrower, to implement the terms of any consent from such Extension, including any Lender) in order amendments necessary to ensure that the establish Extended Loans are provided as a new class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the benefit establishment of the applicable Security Documentssuch new class or tranche, in each case on terms consistent with this Section 2.17). (e) This Section 2.17 shall supersede any provision in Section 2.9 or 12.2.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time request that all or a portion of a class of the then-existing Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension Amendment consummated by a Borrower pursuant to this Section 2.19, (i) such Extension Amendment shall be binding on not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the Lendersaggregate amount extended is less than (A) the LC Commitment, the Loan Parties LC Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, the Borrowers shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension Amendment and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any Extension Amendment or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrowers by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the Borrower terms of this Section 2.19, the Company may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans under any Subfacility (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Revolving Commitments under each Subfacility (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Borrower Company shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Company shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any extension consummated by a Borrower pursuant to this Section 2.19, (i) such extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Extension Amendment Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding on reduced upon the Lendersdate that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, each applicable Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 103% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Loan Parties Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, each applicable Borrower shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any extension or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.19, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrowers by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any extension, if the Collateral Requirement is then currently in effect, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the then-existing Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Initial Maturity Date; (ii) the effective yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of effective yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Latest Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extensions Amendment (immediately prior to the date on which establishment of such Extended Revolving Loans) and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans under at the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments under each Extension Series of Extended Revolving Loans, and the Existing Revolving Loans, (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on such Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and Agent, each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above and each Issuing Bank (solely to the extent that such Extension Amendment would result in the extension of such Issuing Bank’s obligations with respect to Letters of Credit) (but which shall not require the consent of any other Lender). Each Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension Amendment consummated by the Borrower pursuant to this Section 2.19, (i) such Extension Amendment shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding reduced upon the date that is five (5) Business Days prior to the Latest Maturity Date that is in effect on the Lenderseffective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans) (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, the Loan Parties Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102.00% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to such Latest Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Borrower shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension Amendment and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any Extension Amendment or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrower by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the Borrower terms of this Section 2.19, the Lead Borrowers may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the applicable Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (iiv) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (v) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; ; and (iivi) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The applicable Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Lead Borrowers shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension consummated by a Borrower pursuant to this Section 2.19, (i) such Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Extension Amendment Commitments, if the aggregate amount extended is less than (C) the LC Commitment, the LC Commitment shall be binding on reduced upon the Lendersdate that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date, and, if applicable, the Loan Parties Borrowers shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102% of the stated amount of such Letters of Credit, or (D) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date, and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.19, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (iii) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (iv) establish new tranches or sub-tranches in respect of Revolving Loan Parties Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (v) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrowers, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extension, the applicable Security DocumentsCredit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent), to the extent required pursuant to applicable local law.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time request that all or a portion of a class of the then-existing Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Re- volving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) The Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender the Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension Amendment consummated by a Borrower pursuant to this Section 2.19, (i) such Extension Amendment shall be binding on not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the Lendersaggregate amount extended is less than (A) the LC Commitment, the Loan Parties LC Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, the Borrowers shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension Amendment and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any Extension Amendment or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrowers by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, the Borrower may at any time and from time to time request that all or a portion of a class of Loans (an “Existing Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so converted, “Extended Loans”) and to provide for other terms consistent with this Section 2.27. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established which shall be identical to the class of Loans from which such Extended Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans Commitments shall be established pursuant to an amendment (a an “Loan Extension AmendmentAgreement”) to this Agreement among (which, except to the Borrower, extent expressly contemplated by the Administrative Agent penultimate sentence of this Section 2.24(d) and each Extending Lender providing an Extended Loan thereunder which shall be consistent with notwithstanding anything to the provisions contrary set forth in paragraph (a) above (but which Section 9.08, shall not require the consent of any Lender other Lender). Each than the Extending Lenders with respect to the Extended Loans/Commitments established thereby) executed by the Loan Extension Amendment shall be binding on the LendersParties, the Loan Parties Administrative Agent and the other parties heretoExtending Lenders. In addition to any terms and changes required or permitted by Section 2.24(d), each Extension Agreement in respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.11(a) or the applicable Incremental Agreement or Extension Agreement with respect to the Existing Class of Term Loans from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Class in the same proportion as the amount of Term Loans of the Existing Class is to be reduced pursuant to such Extension Agreement (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any Loan Extension AmendmentAgreement, the Loan Parties Canadian Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the Collateral Agent shall enter into confirmations or reaffirmations applicable Extending Lenders as to the Security enforceability of such Extension Agreement, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be reasonably requested amended thereby (in the case of such other Loan Documents as contemplated by the Collateral Agent (which shall not require any consent from any Lenderimmediately preceding sentence) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documentsand covering customary matters.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, Lead Borrower may at any time and from time to time request that all or a portion of a class of the then-existing Revolving Loans (an the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the class of proposed interest rates and fees payable) and (y) have the same terms as the Existing Revolving Loans from which such Extended Revolving Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Initial Maturity Date; (ii) the effective yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of effective yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Latest Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extension Amendment (immediately prior to the date on which establishment of such Extended Revolving Loans) and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans under at the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) The With respect to any Extended Revolving Loans, subject to the provisions of Sections 2.12(e) and 2.13(o), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (and, except as provided in Sections 2.12(e) and 2.13(o), without giving effect to changes thereto on such Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or Extended Revolving Loan Commitments). (c) Lead Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Revolving Loans, are requested to respond, and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans of such class converted into Extended Revolving Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans under subject to such class being Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans of such class which it has elected to request be converted into Extended Revolving Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Revolving Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to the such Extension Request, Revolving Loans subject to such Extension Elections shall be converted to Extended Loans Revolving Loans, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, such Extending Lender Lead Borrower shall be treated identically have the option to all other Revolving Lenders for purposes increase the amount of determining its pro rata share of any borrowing or repayment of Extended Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except so that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Revolving Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Lender providing an Extended Loan Revolving Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.19(a) above (but which shall not require the consent of any other Lender). Each Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. (e) With respect to any Extension Amendment consummated by a Borrower pursuant to this Section 2.19, (i) such Extension Amendment shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment shall be binding reduced upon the date that is five (5) Business Days prior to the Latest Maturity Date that is in effect on the Lenderseffective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans) (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Loan Parties Borrowers shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 102% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment shall be reduced upon the date that is five (5) Business Days prior to such Latest Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after such Latest Maturity Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each Extension Amendment and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any Extension Amendment or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested by necessary or appropriate, in the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit reasonable opinion of the applicable Security DocumentsAdministrative Agent and Lead Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans under any Subfacility (an other than the U.S. FILO Subfacility) (the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) The Borrower shall provide the applicable Extension Request With respect to all Lenders of such class that is any Extended Revolving Loans, subject to the Extension Request at least five (5provisions of Sections 2.12(e) Business Days prior and 2.13(o), to the date on extent dealing with Swingline Loans and Letters of Credit which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any mature or expire after the Maturity Date, all Swingline Loans and Letters of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections Credit shall be converted to Extended Loans participated in on a pro rata basis based on by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the amount of Loans included in Aggregate Commitments under each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of CreditSubfacility (and, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions provided in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (cSections 2.12(e) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documents.and

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, the The Borrower may at any time and from time to time request that all or a portion of a class the Loans of any Class (the Loans (an of such applicable Class, the “Applicable Existing Loan FacilityLoans”) be converted to extend into a new Class of Loans (the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount Loans of such Loans (any such Loans which have been so convertedapplicable Class, the “Extended Loans”) and to provide for other with terms consistent with this Section 2.272.23. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established established, which shall be identical to those applicable to the class of Applicable Existing Loans from which such Extended Loans are to be converted except that: (i) the maturity date of the Extended Loans shall be later than the maturity date of the Applicable Existing Loans and the Weighted Average Life to Maturity of such Extended Loans shall be longer than the then remaining Weighted Average Life to Maturity of the Applicable Existing Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension AmendmentApplicable Existing Loans; (iiiii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Loans may be different from the interest margins than those for the class of Applicable Existing Loans being converted and upfront (B) additional fees and/or premiums may be paid payable to the Extending Lenders, Lenders providing such Extended Loans in each case, addition to any of the extent provided in items contemplated by the applicable Loan Extension Amendmentpreceding clause (A); (iiiiv) the Loan Extension Amendment Extended Loans may provide for other covenants have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms that apply solely to any period after as may be agreed between the latest final maturity of all classes of Loans in effect on Borrower and the effective date of the Loan Extension Amendment immediately prior to the establishment of Extending Lenders so long as such Extended LoansLoans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to existing Lenders; and (ivv) no the Additional Credit Extension Amendment with respect to any Extended Loans Class may be optionally prepaid prior provide for (x) additional or more restrictive covenants that benefit only the Lenders of such Extended Class that apply only after the Latest Maturity Date (before giving effect to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class Extended Class) or (y) additional or more restrictive covenants that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for benefit all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended LoansLenders. (b) The Borrower shall provide the applicable Each Extension Request shall specify the date (the “Extension Effective Date”) on which the Borrower proposes that the conversion of an Existing Class into an Extended Class shall be effective, which shall be a date reasonably satisfactory to all Lenders the Administrative Agent. Each Lender of an Existing Class that is requested to be extended shall be offered the opportunity to convert its Existing Class into the Extended Class on the same basis as each other Lender of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension RequestExisting Class. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Loans under Existing Class subject to such class being Extension Request converted into an Extended Loans Class shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of Existing Class subject to such class which Extension Request that it has elected to request be converted convert into an Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent)Class. In the event that the aggregate amount portion of Loans under such class being converted the Existing Class subject to Extension Elections exceeds the amount of the Extended Loans Class requested pursuant to the Extension Request, Loans subject to Extension Elections the portion of the Existing Class converted shall be converted to Extended Loans allocated on a pro rata basis based on the amount of Loans the Existing Class included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) An Extended Loans Class shall be established pursuant to an amendment Additional Credit Extension Amendment executed by the Extending Lenders (a and the other Persons specified in the definition of “Loan Additional Credit Extension Amendment”” but no other existing Lender). No Additional Credit Extension Amendment shall provide for any Class of Extended Loans in an aggregate principal amount that is less than $10,000,000. In addition to any terms and changes required or permitted by Section 2.23(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.10 with respect to the Applicable Existing Loans from which the Extended Loans were converted to reduce each scheduled principal repayment amounts for the Applicable Existing Loans in the same proportion as the amount of Applicable Existing Loans to be converted pursuant to such Additional Credit Extension Amendment. (d) Notwithstanding anything to the contrary contained in this Agreement, on the Extension Effective Date, the principal amount of each Existing Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Loan. (e) This Section 2.23 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. Each Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the Borrowerother Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the Borrower, to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documentsthis Section 2.23.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Revolving Loans under any Subfacility (an other than the U.S. FILO SubfacilityLoans) (the “Existing Loan FacilityRevolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.272.19. In order to establish any Extended Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Revolving Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Revolving Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Revolving Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Revolving Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Revolving Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Revolving Loans may at the time of establishment thereof be optionally prepaid prior earlier than then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Revolving Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans shall be established pursuant to an amendment (a “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documents.

Extended Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.12, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of a class of the Loans (an the “Existing Loan FacilityLoans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Loans (any such Loans which have been so converted, “Extended Loans”) and to provide for other terms consistent with this Section 2.272.12. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan FacilityLenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Loans to be established established, which shall (x) be identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the class of Loans from which such Extended Loans are to be converted Existing Loans, except that: : (i) all or any of the scheduled amortization payments repayments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments Maturity Date; (ii) the Effective Yield with respect to the Extended Loans (whether in the form of principal of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the class of Effective Yield for the Existing Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted ; and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans Latest Maturity Date that is in effect on the effective date of the Loan Extension Amendment (immediately prior to the establishment of such Extended Loans); and provided, however, that (ivA) in no event shall the final maturity date of any Extended Loans may at the time of establishment thereof be optionally prepaid prior earlier than the Maturity Date of any other Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Loans at the date on which time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not convertedthen outstanding. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class series (each, an “Extension Series”) of Extended Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Loans converted from Existing Loans may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended Extension Series with respect to such Loans. (b) [Reserved]. (c) The Borrower shall provide the applicable Extension Request to all Lenders of such class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such class being converted the Existing Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.12. No Lender shall have any obligation to agree to have any of its Existing Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Loans under subject to such class being Extension Request converted into Extended Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Existing Loans under such class being converted subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Loans requested pursuant to the such Extension Request, Loans subject to such Extension Elections shall be converted to Extended Loans Loans, on a pro rata basis based on the aggregate principal amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates Elections or to the Revolving Commitmentsextent such option is expressly set forth in the respective Extension Request, the Borrower shall have the option to increase the amount of Extended Loans so that such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension)excess does not exist. (cd) Extended Loans shall be established pursuant to an amendment (a each, an “Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lender providing an Extended Loan Loans thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.12(a) above (but which shall not require the consent of any other Lender). Each Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment Amendment. (e) With respect to any extension consummated by the Borrower pursuant to this Section 2.12, such extension shall be binding on not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders, the Loan Parties Lenders hereby consent to each extension and the other transactions contemplated by this Section 2.12 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Loans on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any extension or any other transaction contemplated by this Section 2.12, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (f) Each of the parties hereto. In connection with any Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the Loan Parties consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Loans incurred pursuant thereto, (ii) establish new tranches or sub-tranches in respect of Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.12, and (iii) effect such other amendments to this Agreement and the Collateral Agent shall enter into confirmations or reaffirmations to the Security other Credit Documents as may be reasonably requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.12 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Collateral Administrative Agent (which shall not require for any consent from any Lender) in order to ensure that the Extended Loans are provided such advice or concurrence, all such amendments entered into with the benefit of Borrower by the applicable Security DocumentsAdministrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any extension, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

Extended Loans. (a) Notwithstanding anything Borrower may, by written notice to the contrary in this Agreement, the Borrower may at any time and Agent from time to time time, request that all or a portion an extension (each, an “Extension”) of a the Maturity Date of any class of Loans to the extended maturity date specified in such request. Such notice shall set forth (an “Existing Loan Facility”i) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such the applicable class of Loans to be extended (any such Loans which have been so converted, the “Extended Loans”) (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Extension is requested to provide for other terms consistent with this Section 2.27. In order to establish any Extended Loans, become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy date of such notice requested Extension (or such longer or shorter periods as Agent shall agree)) and (iii) identifying the relevant class or classes of Loans to each which such requested Extension relates. Each Lender of the Lenders under the applicable Existing Loan Facility) class shall be offered (an “Extension RequestOffer”) setting forth an opportunity to participate in such Extension on a pro rata basis and on the proposed same terms and conditions as each other Lender of such class pursuant to procedures established by, or reasonably acceptable to, Agent. If the aggregate principal amount of Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans requested to be extended by Borrower pursuant to such Extension Offer, then the Loans of Lenders of the Extended Loans to be established which applicable class shall be identical extended ratably up to such maximum amount based on the class respective principal amounts (but not to exceed actual holdings of Loans from which such Extended Loans are to be converted except that: (irecord) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the class of Loans being converted to the extent provided in the applicable Loan Extension Amendment; (ii) the interest margins with respect to the Extended Loans may be different from the interest margins for the class of Loans being converted and upfront fees may be paid to the Extending Lenders, in each case, to the extent provided in the applicable Loan which such Lenders have accepted such Extension Amendment; (iii) the Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all classes of Loans in effect on the effective date of the Loan Extension Amendment immediately prior to the establishment of such Extended Loans; and (iv) no Extended Loans may be optionally prepaid prior to the date on which the Loans under the class from which they were converted are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the Loans under such class that were not converted. Any Extended Loans converted pursuant to any Extension Request shall be designated as a class of Extended Loans for all purposes of this Agreement; provided that any Extended Loans converted may, to the extent provided in the applicable Loan Extension Amendment, be designated as an increase in any previously established class of Extended LoansOffer. (b) The Borrower It shall provide be a condition precedent to the applicable effectiveness of any Extension Request that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to all Lenders and immediately after giving effect to such Extension and (ii) the terms of such class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of such class converted into Extended Loans pursuant to any Extension Request. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans under such class being converted into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of such class which it has elected to request be converted into Extended Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Loans under such class being converted exceeds the amount of Extended Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. Notwithstanding the conversion of any Loans, if such extension relates to the Revolving Commitments, such Extending Lender shall be treated identically to all other Revolving Lenders for purposes of determining its pro rata share of any borrowing or repayment of Revolving Loans and the obligations of a Revolving Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Loan Extension Amendment may provide that the maturity date of such Swingline Loans and/or L/C Commitment may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection comply with any such extensionSection 2.17(c). (c) The terms of each Extension shall be determined by Borrower and the Lenders agreeing to such extension (the “Extending Lenders”) and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Loan shall be no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of the Extended Loans shall be established pursuant no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security, (iv) none of the borrower and the guarantors of the Extended Loans shall be a Person that is not a Credit Party and the Extended Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Loan shall be determined by Borrower and the applicable extending Lender, (vi) the Extended Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Extended Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Agent. (d) In connection with any Extension, Borrower, Agent and each applicable extending Lender shall execute and deliver to Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Loan Extension Amendment”) and such other documentation as Agent shall reasonably specify to this Agreement among evidence the BorrowerExtension. Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, the Administrative Agent and each Extending Lender providing an Extended Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require without the consent of any other Lender). Each Loan Extension Amendment shall be binding on the Lenders, the Loan Parties effect such amendments to this Agreement and the other parties hereto. In connection with any Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into confirmations or reaffirmations to the Security Documents as may be reasonably requested by necessary or appropriate (but only to such extent), in the Collateral reasonable opinion of Agent (which shall not require and Borrower, to implement the terms of any consent from such Extension, including any Lender) in order amendments necessary to ensure that the establish Extended Loans are provided as a new class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the benefit establishment of the applicable Security Documentssuch new class or tranche, in each case on terms consistent with this Section 2.17). (e) This Section 2.17 shall supersede any provision in Section 2.9 or 12.2.