Common use of Extensions of Commitments Clause in Contracts

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Lenders of any Class of Term Loans and/or Revolving Lenders, in each case Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on their respective Pro Rata Shares) the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving Facility, as applicable), and on the same terms to each such Lender (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders, each acting in its sole and individual discretion, that agree to such transactions from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Extended Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Commitment, an “Extended Revolving Loan”). The Borrowers Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment shall become effective, which shall be a date not request more than two Extensions; the first Extension may be not be requested earlier than a five (5) Business Days after the date that on which the Pro Rata Extension Offer is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification delivered to the Administrative Agent (for distribution or such shorter period agreed to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide by the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingentits reasonable discretion), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) Agent an amendment to this Agreement (an “Extension Amendment”) and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request specify to accomplish evidence the Extended Term Loans and/or Extended Revolving Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and participation in prepayments and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall, subject to clauses (ii) and (iii) of this proviso, have (x) the same terms as the existing Class of Term Loans from which they are extended or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the Latest Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as the existing Class of Revolving Commitments from which they are extended or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank, such terms as shall be reasonably satisfactory to such Issuing Bank, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment thereunder and (vi) such Extended Term Loans shall not have at any time (x) any financial maintenance covenants of a different type than the Financial Covenants, or any financial maintenance covenants that are more restrictive than the Financial Covenants or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Extended Term Loans are outstanding or (II) become applicable only after the Revolving Facility shall have matured or been terminated. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Commitments, and with the consent of each Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have a Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have a Revolving Commitment having the terms of such Extended Revolving Commitment. (d) Notwithstanding anything to the contrarycontrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) the aggregate amount of Extended Term Loans and Extended Revolving Commitments will not be included in the calculation of clause (a) of the definition of Incremental Amount, (ii) no Extended Term Loan or Extended Revolving Commitment is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being extended, (iv) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Revolving Commitments unless it shall have consented thereto and (vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of any such Extended Term Loans or Extended Revolving Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend by one year the termination date Termination Date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (each including, without limitation, by increasing the interest rate or fees payable in respect of such modificationCommitments or any portion thereof (each, such modification an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender Bank responses. In connection with any Extension, each Lender Bank wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) there except as to interest rates, fees, termination date and increase to Commitments under Section 2.9 (which shall, subject to immediately clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Banks shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Banks that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Representative of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 4.5 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been made extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Banks that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Material Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.14. (f) In connection with any Extension, the Borrower shall provide the Agent at least 60 days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.14.

Extensions of Commitments. (a) The Borrowers So long as no Amortization Event has occurred and is continuing, HVF may from time to timerequest, pursuant to through the provisions of this Section 2.28 and with Administrative Agent, that each Funding Agent, for the consent account of the Required Lendersrelated Investor Group, agree with one or more Revolving Lenders consents to extend by one year the termination date an extension of the Revolving Commitments or any portion thereof Series 2009-1 Commitment Termination Date for such period as HVF may specify (each such modification, an “Extension”) pursuant to one or more written offers (each, an the “Extension OfferLength”) ), which decision will be made from time to time by each Funding Agent, for the Borrowers to all Revolving Lendersaccount of the related Investor Group, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each its sole discretion. Upon receipt of any such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extensionrequest, the Borrowers will provide notification to the Administrative Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (for distribution to such period, the Lenders“Election Period”), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) Committed Note Purchaser shall notify HVF and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative AgentAgent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Lender that Committed Note Purchaser which does not respond expressly notify HVF and the Administrative Agent that it is willing to consent to an Extension Offer by extension of the Series 2009-1 Commitment Termination Date during the applicable due date Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to have rejected such Extensionbe a Non-Extending Purchaser. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as If a Committed Note Purchaser or a Conduit Investor has agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility extend its Series 2009-1 Commitment Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there and, at the end of the applicable Election Period no Amortization Event shall have been a previous Extensionbe continuing, on the existing Extended Series 2009-1 Commitment Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers Committed Note Purchaser or Conduit Investor then in effect shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since extended to the Effective Date a change in date which is the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects last day of the Company and Extension Length (which shall begin running on the day after its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effectthen-current Series 2009-1 Commitment Termination Date). (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request Neither more than two Extensions; the first Extension may be not be requested earlier 120 days nor fewer than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended any Commitment Termination Date”) and , the due date for Borrower may request in writing to the related Agent on behalf of its related Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent Group (with a written notice thereof in a form reasonably satisfactory copy to the Administrative Agent), that the related Committed Lender extend its Commitment Termination Date for an additional 364-day period as herein provided, which request will be granted or denied by each Lender Group in its sole discretion. Any Upon receipt of any such request, the related Agent shall notify each Committed Lender in its Lender Group. On or before the last day of the Election Period, the related Committed Lender shall notify the Agent for its Lender Group of its willingness or refusal to so extend its Commitment Termination Date; provided, that does not the failure of any Committed Lender to respond prior to an Extension Offer by the applicable due date last day of the Election Period shall be deemed to have rejected such Extensionbe its refusal to so extend the Commitment Termination Date. The Outstanding Revolving Credit Exposure Agent for such Lender Group shall notify the Borrower and the Administrative Agent of any Lender that rejects an Extension shall be paid in full such willingness or refusal by the Borrowers Committed Lender not later than the Business Day following the last day of the Election Period. If (i) as the Committed Lender in a Lender Group has agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on extend the Facility related Commitment Termination Date, Date and (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on of the existing Extended Commitment Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or then in effect, no Termination Event of Default shall have occurred and be continuing, the Commitment Termination Date then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which is 364 days following the Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or (ii) there shall have occurred since to any other date as agreed upon by the Effective Date a change in the business, Property, liabilities (actual Borrower and contingenteach Committed Lender), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with Within two Business Days following the consent end of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any ExtensionElection Period, the Borrowers and any Subsidiary Agent for each Lender Group shall execute notify each other Lender in such agreementsLender Group, confirmations or other documentation as the Administrative Agent and the Borrower of the identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (but shall reasonably not be required to) request one or more other Committed Lenders to accomplish acquire all or a portion of the purposes Commitment of this Section 2.28. This Section 2.28 shall supersede any provision the Non-Extending Lender and all amounts payable to it hereunder in Section 8.3 accordance with Article Eleven on or prior to the contrary.related Commitment Termination Date of such Non-

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case Lenders holding Commitments with a like termination date on a pro rata basis (based on their respective Pro Rata Sharesthe aggregate principal amount of the Commitments with a like termination date) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate terms contained in such Extension shall, prior Offers to extend the termination date of each such due date, provide Lender’s Commitments and otherwise modify the Administrative Agent with a written notice thereof in a form reasonably satisfactory terms of such Commitments pursuant to the Administrative Agent. Any Lender that does not respond to an terms of the relevant Extension Offer (including by changing the applicable due date interest rate or fees payable in respect of such Commitments (and related outstandings)) (each, an “Extension,” and each group of Commitments, as so extended, as well as the original Commitments (not so extended), being a “tranche”; any Extended Commitments shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure constitute a separate tranche of any Lender that rejects an Extension shall be paid in full by Commitments from the Borrowers tranche of Commitments from which they were converted), so long as the following terms are satisfied: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuingcontinuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, or (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Commitment of any Lender that agrees to an extension with respect to such Commitment extended pursuant to an Extension (an “Extended Commitment”; and the Loans thereunder, “Extended Loans”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) with the same terms as the original Commitments (and related outstandings); provided that (x) subject to the provisions of Section 2.04(l) to the extent dealing with Letters of Credit which mature or expire after a termination date when there exist Extended Commitments with a longer termination date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Applicable Percentages (and except as provided in Section 2.04(l), without giving effect to changes thereto on an earlier termination date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the voluntary termination or reduction of any tranche of non-extending Commitments by the Borrower in accordance with Section 2.09(b) and (C) repayments required upon the termination date of the non-extending Commitments) and (y) at no time shall there be Commitments hereunder (including Extended Commitments, any commitments under any Replacement Facility and any original Commitments) that have more than two different termination dates, (iii) if the aggregate principal amount of Commitments, in respect of which Lenders shall have occurred since accepted the Effective Date a change relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iv) all documentation in respect of such Extension shall be consistent with the business, Property, liabilities foregoing and (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.09, 2.10, 2.11 or 2.18 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Commitments of any or all applicable tranches be tendered. The Administrative AgentAgent and the Lenders hereby consent to the transactions contemplated by this Section (including, with for the avoidance of doubt, payment of any interest or fees in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.09, 2.10, 2.11 or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to its Commitments (or a portion thereof) and (B) the Required Lendersconsent of each Issuing Lender, may enter into which consent shall not be unreasonably withheld or delayed (provided that the consent of an Issuing Lender shall not be required if, after giving effect to such Extension (and any amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents relating thereto), such Issuing Lender shall have no obligation to issue Letters of Credit after the effective date of such Extension). All Extended Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new classes tranches or sub-tranches in respect of Revolving Commitments so extended and Revolving Loans created pursuant to an Extensionsuch technical amendments as may be necessary or appropriate in the discretion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in Section. (d) In connection with any Extension, the Borrowers and any Subsidiary Borrower shall execute such agreements, confirmations or other documentation as provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrarySection.

Extensions of Commitments. (a) The Borrowers may at any time and from time to time, pursuant time request (which such request shall be offered equally to the provisions all Lenders of this Section 2.28 and with the consent such Class) that all or a portion of the Required LendersCommitments of any Class or the Extended Commitments of any Class (and, agree with one or more Revolving Lenders to extend by one year in each case, including any previously extended Commitments), existing at the termination date time of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) made be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”; each Extended Commitment and related Extended Loans together being referred to as an “Extended Class”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Commitments from time which they are to time be extended (the “Specified Existing Commitment Class”) except that (w) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the Borrowers preceding clause (A) and (y) (1) the undrawn revolving credit commitment fee rate with respect to all Revolving Lendersthe Extended Commitments may be different from those for the Specified Existing Commitment Class and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Maturity Date of the Specified Existing Commitment Class; provided that, notwithstanding anything to the contrary in each case this Section 2.16 or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension mechanics for which may be not be requested earlier than a date that is more than four years prior implemented through the applicable Extension Amendment and may include technical changes related to the Facility Termination Date borrowing and repayment procedures of the Specified Existing Commitment Class), (II) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 10.06 and (III) permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrowers and the second Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Existing Class converted or exchanged into Extended Loans or Extended Commitments pursuant to any Extension may be not be requested earlier than Request. Any Extended Commitments of any Extension Series shall constitute a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date separate Class of revolving credit commitments from Existing Commitments of the requested new termination date for the extended Revolving Specified Existing Commitment Class and from any other Existing Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection together with any Extension, each Lender wishing to participate in other Extended Commitments so established on such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Lead Borrower shall provide the applicable Extension Request to the Administrative AgentAgent at least ten (10) Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the Existing Class are requested to respond, with the consent of the Required Lendersand shall agree to such procedures, may enter into amendments (collectivelyif any, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extensionestablished by, or acceptable to, the Administrative Agent, in each case on terms consistent with this Section 2.28. Without limiting the foregoingacting reasonably, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes purpose of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.

Extensions of Commitments. (a) The Borrowers may from time to timemay, pursuant to by sending an Extension Letter in substantially the provisions form of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification Exhibit E to the Administrative Agent (for distribution in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), no later not less than thirty 30 days and not more than 60 days prior to each anniversary of the Closing Date, request that the Lenders extend the Termination Date then in effect (30the “Current Termination Date”) so that it will occur one year after the Current Termination Date. Each Lender, acting in its sole discretion, shall advise in response to such extension request, by written notice to the Administrative Agent given not less than 15 days and not more than 30 days prior to the Facility Current Termination Date or the next occurring anniversary of the requested new termination Closing Date, as the case may be (such date for on which a Lender may give notice of its intention to extend the extended Revolving Commitments Current Termination Date being referred to herein as the “Final Election Date”), whether or not such Lender agrees to such extension (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide that so advises the Administrative Agent with that it will not extend the Current Termination Date being referred to herein as a written notice thereof in a form reasonably satisfactory to the Administrative Agent“Non-Extending Lender”). Any Lender that does not respond to an Extension Offer advise the Administrative Agent by the applicable due date Final Election Date shall be deemed to have rejected such Extensionbe a Non-Extending Lender. The Outstanding Revolving Credit Exposure election of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as agree to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers extension shall not make obligate any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected other Lender to have a Material Adverse Effectagree. (b) The Administrative Agent(i) In response to such extension request under Section 1.04(a), with the consent if Lenders holding Commitments that aggregate 50% or more of the Required LendersTotal Commitments of the Lenders on or prior to the Final Election Date have not agreed to extend the Termination Date, may enter into amendments (collectively, “Extension Amendments”) to this Agreement then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other Loan Documents as may amounts payable hereunder shall be necessary in order to establish new classes of Revolving Commitments due and Revolving Loans created pursuant to an Extension, in each case payable on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contraryCurrent Termination Date.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Lenders of any Class of Term Loans and/or Revolving Lenders, in each case Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on their respective Pro Rata Shares) the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving Facility, as applicable), and on the same terms to each such Lender (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Extended Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Commitment, an “Extended Revolving Loan”). The Borrowers Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment shall become effective, which shall be a date not request more than two Extensions; the first Extension may be not be requested earlier than a five (5) Business Days after the date that on which the Pro Rata Extension Offer is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification delivered to the Administrative Agent (for distribution or such shorter period agreed to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide by the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingentits reasonable discretion), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) Agent an amendment to this Agreement (an “Extension Amendment”) and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request specify to accomplish evidence the Extended Term Loans and/or Extended Revolving Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and participation in prepayments and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall, subject to clauses (ii) and (iii) of this proviso, have (x) the same terms as the existing Class of Term Loans from which they are extended or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the Latest Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as the existing Class of Revolving Commitments from which they are extended or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank, such terms as shall be reasonably satisfactory to such Issuing Bank, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment thereunder and (vi) such Extended Term Loans shall not have at any time (x) any financial maintenance covenants of a different type than the financial covenants set forth in Section 6.10, or any financial maintenance covenants that are more restrictive than the financial covenants set forth in Section 6.10 or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Extended Term Loans are outstanding or (II) become applicable only after the Revolving Facility shall have matured or been terminated. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Commitments, and with the consent of each Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have a Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have a Revolving Commitment having the terms of such Extended Revolving Commitment. (d) Notwithstanding anything to the contrarycontrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) the aggregate amount of Extended Term Loans and Extended Revolving Commitments will not be included in the calculation of clause (a) of the definition of Incremental Amount, (ii) no Extended Term Loan or Extended Revolving Commitment is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being extended, (iv) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Revolving Commitments unless it shall have consented thereto and (vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of any such Extended Term Loans or Extended Revolving Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to any or all Lenders holding Commitments with a like Revolving LendersMaturity Date, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms Borrower may from time to each time request an extension to such Revolving Lender. The Borrowers shall not request more than two Extensions; Maturity Date and otherwise modify the first Extension may be not be requested earlier than a date that is more than four years prior terms of such Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans (and related outstandings)) (an “Extension”, such Commitments so extended, “Extended Revolving Commitments”; and each group of Commitments so extended, as well as the original Commitments of such Credit Facility Termination Date and the second Extension may be (not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lendersso extended), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended being a “tranche”; any Extended Revolving Commitments (each an “shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and Loans made pursuant to Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with Revolving Commitments shall constitute a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender separate Class of Loan); provided that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as each applicable Lender shall have the right (but not the obligation) to any Outstanding agree to the extension of such Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Maturity Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any no Default or Event of Default shall have occurred and be continuingcontinuing at the time any the offering document (if any) in respect of an Extension Offer is delivered to the Lenders, or (iiiii) there except as to interest rates, fees and final maturity, the Extended Revolving Commitments of any Lender shall have occurred since the Effective Date a change same terms as the original Commitments in the businessapplicable Credit Facility; provided that at no time shall there be more than three different Revolving Maturity Dates, Property(iv) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to such Extension Offer, liabilities then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and contingent), operations, condition all written communications by the Borrower generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent and (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably vi) any applicable Minimum Extension Condition shall be expected to have a Material Adverse Effectsatisfied. (b) With respect to an Extension consummated by the Borrower pursuant to this Section 2.23, (i) such Extensions shall not constitute prepayments for purposes of Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) of Commitments of any or all applicable tranches be tendered. (c) The Lenders hereby irrevocably authorize the Administrative Agent, with the consent of the Required Lenders, may Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new classes tranches or sub-tranches in respect of Revolving Commitments so extended and Revolving Loans created pursuant to an Extensionsuch 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 2.282.23. Without limiting Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders (of one or more Classes of Loans) with respect to any matter contemplated by this Section 2.23(c) 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 Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. (d) In connection with any Extension, the Borrowers and any Subsidiary Borrower shall execute such agreements, confirmations or other documentation as provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.23.

Extensions of Commitments. (a) The Borrowers may at any time and from time to time, pursuant time request (which such request shall be offered equally to the provisions all Lenders of this Section 2.28 and with the consent such Class) that all or a portion of the Required LendersCommitments of any Class or the Extended Commitments of any Class (and, agree with one or more Revolving Lenders to extend by one year in each case, including any previously extended Commitments), existing at the termination date time of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) made be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”; each Extended Commitment and related Extended Loans together being referred to as an “Extended Class”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Commitments from time which they are to time be extended (the “Specified Existing Commitment Class”) except that (w) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y) (1) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from those for the Specified Existing Commitment Class and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Maturity Date of the Specified Existing Commitment Class; provided that, notwithstanding anything to the contrary in this Section 2.16 or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and repayment procedures of the Specified Existing Commitment Class), (II) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 10.06 and (III) permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrowers and the Lenders thereof. No Lender shall have any obligation to all Revolving Lendersagree to have any of its Loans or Commitments of any Existing Class converted or exchanged into Extended Loans or Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date). (b) The Lead Borrower shall provide the applicable Extension Request to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.16. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Existing Commitments of an Existing Class subject to such Extension Request converted or exchanged into an Extended 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 Existing Commitments which it has elected to convert or exchange into an Extended Class (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Existing Commitments subject to Extension Elections exceeds the amount requested for the Extended Class pursuant to the Extension Request, Existing Commitments subject to Extension Elections shall be converted to or exchanged to an Extended Class on a pro rata basis (subject to such rounding requirements as may be established by the Administrative Agent) based on their respective Pro Rata Shares) and on the same terms to amount of Existing Commitments included in each such Revolving LenderExtension Election or as may be otherwise agreed to in the applicable Extension Amendment. The Borrowers Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, unless expressly agreed by the holders of each affected Existing Commitment of the Specified Existing Commitment Class (as well as the Swing Line Lender and L/C Issuers), such Extended Commitment shall not request be treated more favorably than two Extensions; all Existing Commitments of the first Specified Existing Commitment Class for purposes of the obligations of a Lender in respect of Swing Line Loans under Section 2.04 and Letters of Credit under Section 2.03, except that the applicable Extension Amendment may provide that the last day for making Swing Line Loans and/or issuing Letters of Credit may be extended and the related obligations to issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swing Line Loans and/or applicable L/C Issuer, as applicable, has consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) The Extended Class shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which shall not be requested earlier require the consent of any Lender other than a date the Extending Lenders with respect to the Extended Class established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any Extended Class in an aggregate principal amount that is more less than four years prior to $5,000,000 (it being understood that the Facility Termination Date and actual principal amount thereof provided by the second Extension applicable Lenders may be not be requested earlier lower than a date that is more than four years prior to the then Extended Termination Datesuch minimum amount). In connection with each Extensionany Extension Amendment, the Borrowers will provide notification Lead Borrower shall, if requested by the Administrative Agent, deliver an opinion of counsel reasonably acceptable to the Administrative Agent (for distribution i) as to the Lendersenforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the first sentence of this clause (c)) and covering customary matters and (ii) to the effect that such Extension Amendment, including the Extended Commitments provided for therein, does not breach or result in a default under the provisions of Section 10.01 of this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Class of Existing Commitments is converted or exchanged to extend the related scheduled Maturity Date(s) in accordance with paragraph (a) above (an “Extension Date”), no later than thirty (30) days prior in the case of the Existing Commitments of each Extending Lender under any Specified Existing Commitment Class, the aggregate principal amount of such Existing Commitments shall be deemed reduced by an amount equal to the Facility Termination Date aggregate principal amount of Extended Commitments so converted or exchanged by such Lender on such date (or by any greater amount as may be agreed by the requested new termination date for Borrowers and such Lender), and such Extended Commitments shall be established as a separate Class of revolving credit commitments from the extended Revolving Specified Existing Commitment Class and from any other Existing Commitments (each an “together with any other Extended Termination Date”Commitments so established on such date) and (B) if, on any Extension Date, any Existing Loans of any Extending Lender are outstanding under the due date for Lender responses. In connection with Specified Existing Commitment Class, such Loans (and any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date related participations) shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure be converted or exchanged to Extended Loans (and related participations) of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change applicable Class in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results same proportion as such Extended Commitments of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected such Class to have a Material Adverse EffectExtending Lender’s Specified Existing Commitment Class. (be) The In the event that the Administrative Agent determines in its sole discretion that the allocation of the Extended Commitments of a given Extension Series, in each case 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, with the Borrowers and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of the Required Lendersany other Lender, may enter into amendments (collectively, “Extension Amendments”) 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 necessary in order to establish new classes be, which Corrective Extension Amendment shall (i) provide for the conversion or exchange and extension of Revolving Existing Commitments (and Revolving Loans created pursuant to an Extensionrelated Applicable Percentage), as the case may be, in each such amount as is required to cause such Lender to hold Extended Commitments (and related Applicable Percentage) of the applicable Extension Series into which such other commitments were initially converted or exchanged, as the case on terms consistent with this Section 2.28. Without limiting the foregoingmay be, in connection with any Extensionthe 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 Borrowers and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.16(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.16(c). (f) No conversion or exchange of Loans or Commitments pursuant to any Subsidiary Extension Amendment in accordance with this Section 2.16 shall execute such agreements, confirmations constitute a voluntary or other documentation as the Administrative Agent shall reasonably request to accomplish the mandatory payment or prepayment for purposes of this Section 2.28. Agreement. (g) This Section 2.28 2.16 shall supersede any provision provisions in Section 8.3 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.16 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Commitments without such Lender’s consent.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to any or all Revolving Lenders, Lenders holding Commitments in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms Credit Facility with a like Maturity Date, the Borrower may from time to each such Revolving Lender. The Borrowers shall not time request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior an extension to the Facility Termination applicable Maturity Date and otherwise modify the second Extension may be not be requested earlier than a date that is more than four years prior terms of such Commitments pursuant to the then terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans (and related outstandings)) (an “Extension”, such Commitments so extended, “Extended Termination Date. In connection with Commitments”; and each Extensiongroup of Commitments so extended, as well as the Borrowers will provide notification to the Administrative Agent original Commitments of such Credit Facility (for distribution to the Lendersnot so extended), no later than thirty (30) days prior being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and Loans made pursuant to the Facility Termination Date Extended Commitments shall constitute a separate Class of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Loan); provided that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as each applicable Lender shall have the right (but not the obligation) to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on agree to the Facility Termination extension of the applicable Maturity Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any no Default or Event of Default shall have occurred and be continuingcontinuing at the time any the offering document (if any) in respect of an Extension Offer is delivered to the Lenders, or (iiiii) there except as to interest rates, fees and final maturity, the Extended Commitments of any Lender shall have occurred since the Effective Date a change same terms as the original Commitments in the businessapplicable Credit Facility; provided that at no time shall there be more than three different Revolving Maturity Dates, Property(iv) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to such Extension Offer, liabilities then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and contingent), operations, condition all written communications by the Borrower generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent and (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably vi) any applicable Minimum Extension Condition shall be expected to have a Material Adverse Effectsatisfied. (b) With respect to an Extension consummated by the Borrower pursuant to this Section 2.27, (i) such Extensions shall not constitute prepayments for purposes of Section 2.13 or prepayments for purposes of an Incremental Term Loan Facility and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) of Commitments of any or all applicable tranches be tendered. (c) The Lenders hereby irrevocably authorize the Administrative Agent, with the consent of the Required Lenders, may Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new classes tranches or sub-tranches in respect of Revolving Commitments so extended and Revolving Loans created pursuant to an Extensionsuch 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 2.282.27. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders (of one or more Classes of Loans) with respect to any matter contemplated by this Section 2.27(c) 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 Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions, the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent). (d) In connection with any Extension, the Borrowers and any Subsidiary Borrower shall execute such agreements, confirmations or other documentation as provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.27.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.24, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Lenders that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Lenders that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) [Reserved.] (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $100,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.24, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.24. 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 2.24 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 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 Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. 2.24. (f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.24. (g) This Section 2.28 2.24 shall supersede any provision in Section 8.3 to the contrary.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Prior to the provisions of this Section 2.28 and with Commitment Termination Date, the consent Trust Administrator on behalf of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, Borrower may request in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification writing sent to the Administrative Agent no more than ninety (for distribution to the Lenders), no later 90) nor fewer than thirty (30) days prior to the Facility applicable Scheduled Commitment Termination Date that each Lender extend the Scheduled Commitment Termination Date for an additional period to a date specified in such request, which request will be granted or denied by each Lender in its sole discretion. Not later than twenty (20) days following receipt by the Administrative Agent of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extensionsuch request, each Lender wishing shall notify the Borrower of its willingness or refusal to participate in such Extension shall, prior to such due date, provide so extend the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Scheduled Commitment Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there . If all Lenders shall have been a previous Extension, on agreed to extend the existing Extended Scheduled Commitment Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or and no Commitment Termination Event of Default shall have occurred and be continuingcontinuing prior to the then-applicable Scheduled Commitment Termination Date, or (ii) there the Scheduled Commitment Termination Date then in effect with respect to the Commitment of each Lender shall have occurred since be extended to the Effective Date a change date specified in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results such request. The Administrative Agent shall send written notice of operations or prospects any such extension of the Company and its Subsidiaries taken as a whole, which could reasonably be expected Scheduled Commitment Termination Date to have a Material Adverse Effectthe Collateral Custodian not fewer than five (5) Business Days prior to the effective date of such extension of the Scheduled Commitment Termination Date. (b) If any Lender refuses to extend the Scheduled Commitment Termination Date (any such Lender, a “Retiring Lender”), then: (i) the Administrative Agent may propose an Eligible Assignee or multiple Eligible Assignees to be the assignee or assignees to which the Retiring Lender or Retiring Lenders shall assign the Retiring Lender’s Commitment or the Retiring Lenders’ Commitments, as applicable, in accordance with Section 13.1, but only if such Eligible Assignee is or such Eligible Assignees are (x) acceptable to the remaining Lender or Lenders who agreed to extend the Scheduled Commitment Termination Date (each such Lender, a “Continuing Lender”) and the Trust Administrator and (y) providing a Commitment amount which, in the aggregate, equals or exceeds that of the Retiring Lender or Retiring Lenders; or (ii) if the Available Amount attributable to the Continuing Lender or Continuing Lenders equals or exceeds the outstanding Principal Balance of the Draws owing to such Retiring Lender or Retiring Lenders, then the Borrower may request that the Continuing Lender or Continuing Lenders make a Draw, the proceeds of which shall be paid directly to the Retiring Lender or Retiring Lenders (in the case of multiple Retiring Lenders, on a pro rata basis, in accordance with each Retiring Lender’s Commitment Percentage in effect immediately prior to the advance of such Draw), in an amount equal to the outstanding Principal Balance of Draws then-owing to each Retiring Lender; provided, however, that no such Continuing Lender shall be obligated to make such a Draw unless the Borrower has paid to the Retiring Lender or Retiring Lenders, in immediately available funds, all other Aggregate Unpaids then due and owing to such Retiring Lender or Retiring Lenders. The Administrative Agentdecision of each Continuing Lender to extend additional Draws to the Borrower and increase its Commitment under this clause (ii) shall be made in the sole and absolute discretion of each such Continuing Lender. If a Retiring Lender is replaced pursuant to Section 2.3(b)(i) above, then the intended assignee of such Retiring Lender’s Draws and Commitments shall purchase the Draws of such Retiring Lender and such Retiring Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Retiring Lender, for a purchase price equal to the outstanding Principal Balance of the Draws plus any accrued but unpaid Interest on such Draws and all other Aggregate Unpaids owed to such Retiring Lender and any other amounts payable to such Retiring Lender under this Agreement, which purchase price shall be payable to such Retiring Lender in immediately available funds, and shall enter into an Assignment and Acceptance pursuant to which the intended assignee shall assume all the obligations of such Retiring Lender hereunder (including such Retiring Lender’s Commitment), and, upon such purchase and assumption (pursuant to such Assignment and Acceptance), such Retiring Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Retiring Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to the Borrower hereunder, and the assignee of such Retiring Lender shall succeed to the rights and obligation of such Retiring Lender hereunder. (c) Notwithstanding anything herein to the contrary, no Lender shall be required to extend its Commitment hereunder and the Scheduled Commitment Termination Date shall not be extended, if one or more replacement Lenders in accordance with the consent provisions of Section 2.3(b)(i) are not available with commitments at least equal to the Commitments of the Required LendersRetiring Lender or Retiring Lenders or are not willing to take assignments, may enter into amendments (collectively, “Extension Amendments”pursuant to the provisions of the last paragraph of Section 2.3(b) to this Agreement and the other Loan Documents as may be necessary applicable provisions of this Agreement, of the Draws of the Retiring Lender or Retiring Lenders or one or more Continuing Lenders in order accordance with the provisions of Section 2.3(b)(ii) are not available with commitments at least equal to establish new classes the Commitments of Revolving Commitments and Revolving Loans created the Retiring Lender or Retiring Lenders or such Continuing Lenders are not willing to take assignments, pursuant to an Extension, in each case on terms consistent with this the provisions of Section 2.28. Without limiting 2.3(b)(ii) and the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes applicable provisions of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to Agreement, of the contraryDraws of the Retiring Lender or Retiring Lenders.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersCredit Agreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case Lenders holding Commitments of any Class on a pro rata basis (based on their the aggregate outstanding principal amount of the respective Pro Rata SharesCommitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and Commitments of such Class (each, an “Extension”); it being understood that any Extended Commitments shall constitute a separate Class of Commitments from the Class of Commitments from which they were converted, so long as the following terms are satisfied: (i) the Commitment of any Lender who agrees to an extension with respect to such Commitment (an “Extended Commitment”; and the Loans thereunder, “Extended Loans”), and the related outstandings, shall constitute a commitment (or related outstandings, as the case may be) with the same terms as the Class of Commitments subject to the relevant Extension Offer (and related outstandings) provided hereunder; provided that (A) to the extent more than one Class of Commitments exists after giving effect to any such Extension, (1) the borrowing and repayment (except for repayments required upon the Maturity Date of any Class of Commitments) (subject to clause (3) below)) after the effective date of such Extended Commitments shall be made on a pro rata basis with all other Classes of Commitments, (2) all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders and (3) any permanent repayment of Revolving Lender. The Borrowers Loans with respect to, and reduction or termination of Commitments under, any Class of Commitments after the effective date of such Extended Commitments shall not request be made with respect to such Extended Loans on a pro rata basis or less than pro rata basis with all other Classes of Commitments, except that the Borrower shall be permitted to permanently repay Revolving Loans and terminate Commitments of any Class on a greater than pro rata basis as compared to any other Classes with a later Maturity Date than such Commitments and (B) at no time shall there be Commitments hereunder which have more than two Extensions; the first Extension (2) different maturity dates; (ii) no Extended Commitments or Extended Loans may be not be requested have a final maturity date earlier than a date that is more than four years (or require commitment reductions prior to) the latest Maturity Date applicable to any Class of Commitments; (iii) if the Facility Termination Date and aggregate principal amount of Commitments in respect of which Lenders have accepted the second relevant Extension may Offer exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not be requested earlier than a date that is more than four years prior to exceed the then Extended Termination Date. In connection applicable Lender’s actual holdings of record) with each Extension, the Borrowers will provide notification respect to which such Lenders have accepted such Extension Offer; (iv) unless the Administrative Agent (for distribution to the Lenders)otherwise agrees, no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof Offer must be in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an minimum amount of $10,000,000; (v) any applicable Minimum Extension Offer Condition must be satisfied or waived by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure Borrower; (vi) any documentation in respect of any Lender that rejects an Extension shall be paid in full by consistent with the Borrowers foregoing; and (ivii) no Extension shall be effective as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as obligations of the Swingline Lender to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if Swingline Loans or the L/C Issuer with respect to Letters of Credit without the consent of the Swingline Lender or the L/C Issuer (isuch consents not to be unreasonably withheld or delayed) any Default or Event of Default shall have occurred and be continuing(and, or (ii) there shall have occurred since the Effective Date a change in the businessabsence of such consent, Propertyall references herein to the latest Maturity Date shall be determined, liabilities (actual and contingentwhen used in reference to the Swingline Lender or the L/C Issuer, as applicable, without giving effect to such Extension), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) (i) No Extension consummated in reliance on this Section 2.12 shall constitute a voluntary prepayment for purposes of Section 2.7, and (ii) except as set forth in clauses (a)(iv) and (a)(v) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Commitments (as applicable) of any or all applicable Classes be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative AgentAgent and the Lenders hereby consent to the transactions contemplated by this Section 2.12 (including, with for the avoidance of doubt, the payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Credit Agreement (including Sections 2.7 and/or 2.8) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) Subject to any consent required under Section 2.12(a)(vii), no consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of the Required Lenders, may enter into amendments each Lender agreeing to such Extension with respect to its Commitments of any Class (collectively, “Extension Amendments”) to or a portion thereof). All Extended Commitments and all obligations in respect thereof shall constitute Loan Document Obligations under this Credit Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Loan Document Obligations under this Credit Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new classes Classes in respect of Revolving Loans or Commitments so extended and Revolving Loans created pursuant to an Extension, such technical amendments as may be necessary or appropriate in each case the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes on terms consistent with this Section 2.28. Without limiting the foregoing, in 2.12. (d) In connection with any Extension, the Borrowers and any Subsidiary Borrower shall execute such agreements, confirmations or other documentation as provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.12.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend by one year the termination date Termination Date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (each including, without limitation, by increasing the interest rate or fees payable in respect of such modificationCommitments or any portion thereof (each, such modification an “"Extension”") pursuant to one or more written offers (each, an “"Extension Offer”") made from time to time by the Borrowers Borrower to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “"Extended Termination Date”") and the due date for Lender Bank responses. In connection with any Extension, each Lender Bank wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) there except as to interest rates, fees, termination date and increase to Commitments under Section 2.9 (which shall, subject to immediately clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Banks shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Banks that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Representative of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, "Current Extension Commitments") becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the "Prior Extension Commitments"), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a "Minimum Extension Condition") that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 4.5 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been made extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Banks that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “"Extension Amendments”") to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Material Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.14. (f) In connection with any Extension, the Borrower shall provide the Agent at least 60 days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.14.

Extensions of Commitments. (a) The Borrowers may from time to timemay, pursuant by sending an Extension Letter in substantially the form of Exhibit E to the provisions of this Section 2.28 and with Administrative Agent (in which case the consent Administrative Agent shall promptly deliver a copy to each of the Required Lenders), not less than 30 days and not more than 60 days prior to each anniversary of the Closing Date, request that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur one year after the Current Termination Date. Each Lender, acting in its sole discretion, shall advise in response to such extension request, by written notice to the Administrative Agent given not less than 15 days and not more than 30 days prior to the Current Termination Date or the next occurring anniversary of the Closing Date, as the case may be (such date on which a Lender may give notice of its intention to extend the Current Termination Date being referred to herein as the “Final Election Date”), whether or not such Lender agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Current Termination Date being referred to herein as a “Non-Extending Lender”). Any Lender that does not advise the Administrative Agent by the Final Election Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree with one to such extension shall not obligate any other Lender to agree. (b) (i) In response to such extension request under Section 1.04(a), if Lenders holding Commitments that aggregate 50% or more Revolving of the Total Commitments of the Lenders on or prior to the Final Election Date have not agreed to extend by the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date. (ii) In response to such extension request under Section 1.04(a), if Lenders holding Commitments that aggregate more than 50% of the Total Commitments on or immediately prior to the Final Election Date have agreed to extend the Current Termination Date, the Administrative Agent shall notify each Borrower of such agreement in writing no later than five days after the Final Election Date, and effective on the Current Termination Date or the next occurring anniversary of the Closing Date, as the case may be (the “Extension Date”), the Termination Date applicable to the Lenders that have agreed to such extension (such Lenders being referred to herein as “Continuing Lenders”) shall be the day that is one year after the termination date Current Termination Date. In the event of such extension, the Commitments of each Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the Total Commitments of the Revolving Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitments up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed. (c) In the event that the conditions in Section 1.04(b)(ii) have been satisfied, the Borrowers shall have the right on or before the Extension Date, at their own expense, to require any portion thereof Non-Extending Lender to transfer and assign without recourse or representation (each such modificationexcept as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 11.02) all its interests, an “Extension”) pursuant rights and obligations under the Loan Documents to one or more written offers banks, financial institutions or other entities (which may include any Lender) (each, an “Extension OfferLender”); provided that (w) made from time such Extension Lender agrees that the Termination Date applicable to time by it shall be the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date day that is more than four years prior one year after the Current Termination Date, (x) such Extension Lender, if not already a Lender hereunder, shall be subject to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to approval of the Administrative Agent (for distribution which consent shall not be unreasonably withheld), (y) such assignment shall become effective as of the Extension Date and (z) such Extension Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the Lenders)date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Lender’s account or owed to it hereunder. Notwithstanding the foregoing, no later than thirty (30) days prior to extension of the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extensionbecome effective unless, on the Facility Termination Extension Date, the conditions set forth in Section 5.02 shall be satisfied (ii) as with all references in such paragraphs to Outstanding Revolving Credit Exposure for which there shall have been the making of a previous Extension, Loan being deemed to be references to the extension of the Commitments on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (iDate) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request have received certificates to accomplish that effect with respect to each Borrower dated the purposes Extension Date and executed by a responsible officer of such Borrower. (d) Notwithstanding anything to the contrary in this Section 2.28. This Section 2.28 1.04, the Termination Date shall supersede not be extended unless the aggregate Commitments of the Continuing Lenders and any provision in Section 8.3 other Extension Lenders are greater than or equal to the contraryTotal Extensions of Credit as of the Extension Date. (e) There shall be no more than two extensions under this Section 1.04.

Extensions of Commitments. (a) Not less than 45 days nor more than 60 days prior to each anniversary of the date hereof, the Company may advise the Administrative Agent in writing of its desire to extend the Termination Date for an additional 12 months and the Administrative Agent shall promptly notify the Lenders of each such request; provided not more than one such request for the extension of the Termination Date may be made in any one calendar year. The Borrowers may Lenders shall notify the Administrative Agent in writing not later than 30 days before the anniversary date hereof following such request whether such Lender agrees to the requested extension. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the part of any Lender shall be inferred from time to time, pursuant to the provisions of this Section 2.28 (it being understood that any Lender may accept or decline such a request in its sole discretion and with on such terms as such Lender may elect). Failure on the consent part of the Required Lenders, agree with one or more Revolving Lenders any Lender to extend by one year the termination date of the Revolving Commitments or any portion thereof (each respond to such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time a request by the Borrowers required date set forth above shall be deemed to all Revolving Lenders, in each case on be a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each denial of such Revolving request by such Lender. The Borrowers requested extension shall not request more than two Extensions; be granted unless Lenders holding Commitments aggregating at least 80% of the first Extension may be not be requested earlier than a date that is more than four years prior aggregate Commitments in effect at such time shall have consented in writing to such extension. If Lenders holding 100% of the Facility aggregate Commitments consent to such extension, the Termination Date and will be automatically extended for an additional 12 months. If Lenders holding Commitments aggregating less than 100%, but equal to or greater than 80%, of the second Extension may be not be requested earlier than a date that is more than four years prior aggregate Commitments consent to the then Extended Termination Date. In connection with each Extensionsuch extension, the Borrowers will provide notification Company may elect by written notice to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility anniversary date hereof following the original request to (i) rescind the original request, in which case there shall be no extension of the Termination Date pursuant to this Section, (ii) continue the credit facilities provided for herein for such additional period with respect to the Commitments of the requested new termination date for consenting Lenders, with the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure Commitment of any Lender that rejects an Extension who has not consented to such extension (herein a "Non-Consenting Lender") to be terminated on such anniversary date (at which time all Obligations of such Non-Consenting Lender shall be paid and satisfied in full by the Borrowers Company) or (iiii) as require any such Non-Consenting Lender to any Outstanding Revolving Credit Exposure for which there has been no prior Extensiontransfer and assign its Commitment and its other interests, on rights, and obligations under the Facility Termination Date, (ii) as Loan Documents to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for another bank or financial institution willing to provide such Outstanding Revolving Credit Exposureextended financing in accordance with Section 4.13 hereof. The Borrowers Administrative Agent shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of provide prompt notice to the Company and its Subsidiaries taken the Lenders in writing as a wholeto whether the requested extension has been granted and, which could reasonably be expected to have a Material Adverse Effect. (b) The if applicable, the list of Non-Consenting Lenders. In the event the Administrative AgentAgent requests, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement Company and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary Lenders shall execute and deliver such agreements, confirmations or other documentation documents as the Administrative Agent may deem necessary or appropriate to relect any such extension, and all costs and expenses incurred by the Administrative Agent in connection therewith shall reasonably request to accomplish be paid by the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contraryCompany.

Extensions of Commitments. (a) The Borrowers Company may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.23, agree with one or more Revolving Lenders holding Commitments or Term Loans to extend by one year the termination date Facility Termination Date, and otherwise modify the terms of the Revolving Commitments such Commitments, Term Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments, Term Loans or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Company to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Company will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments or Term Loans (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an , and the Facility Termination Date originally set forth herein shall remain the Facility Termination Date with respect to each such Lender. (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees, maturity date and termination date, the Commitment or Term Loans of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments or Term Loans of the Lenders that did not agree to the Extension Offer; (iii) the final termination date or maturity date of the Commitments or Term Loans to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Lenders that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments or Term Loans in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments or Term Loans offered to be extended by the Company pursuant to the relevant Extension Offer, then such Commitments or Term Loans shall be extended ratably up to such maximum amount based on the relative Commitments or Term Loans of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Company generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 both immediately before and immediately after giving effect to such Extension shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed on behalf of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effectby an Authorized Officer thereof. (bc) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $10,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments or Term Loans pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.23, including to any payment of interest or fees in respect of any Commitments, Term Loans or Revolving Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments, Term Loans or Revolving Loans of Lenders that did not extend their Commitments or Term Loans, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments Commitments, Term Loans and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.23, which such new classes of Commitments, Term Loans and Revolving Loans shall be subject to the same representations, warranties, covenants, and Events of Default set forth herein unless otherwise agreed by the Required Lenders. 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 2.23 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall, subject to the limitations set forth in Section 2.23(b) above, be permitted to enter into such amendments with the Company in accordance with any instructions received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Company 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 Extension Amendments entered into with the Company by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Company, any Subsidiary and any Subsidiary other Loan Party shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.23. (f) In connection with any Extension, the Company shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent or the Required Lenders to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.23.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.25, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Lenders that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Lenders that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $100,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.25, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.25. 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 2.25 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 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 Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.25. (f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.25.

Extensions of Commitments. (a) The Borrowers Borrower may at any time and from time to time, pursuant time request (which such request shall be offered equally to the provisions of this Section 2.28 and with the consent all Lenders) that all or a portion of the Required Lenders, agree with one or more Revolving Lenders to extend by one year Commitments existing at the termination date time of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers request (each, an “Extension OfferExisting Commitment” and any Loans thereunder, “Existing Loans”; each Existing Commitment and related Existing Loan and related Existing Loans together being referred to as an “Existing Tranche”) made from time be modified to time by extend the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a maturity date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Existing Commitments and related Existing Loans thereunder (any such Existing Commitments which have been so extended, “Extended Commitments” and any related Existing Loans, “Extended Loans”; each Extended Commitment and related Extended Loans together being referred to as an “Extended Termination DateTranche”) and to provide for other terms consistent with this Section 2.1.8. Prior to entering into any Extension Amendment, Borrower shall provide a notice to Agent (who shall provide a copy of such notice to each of the due date for Lender responses. In connection Lenders with any Extensionthe applicable Existing Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established thereunder, each Lender wishing which terms shall be identical in all respects to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory those applicable to the Administrative Agent. Any Lender Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Datematurity date of such Extended Tranche may be extended beyond the maturity date of the Specified Existing Tranche, (ii) as (A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums (if any) with respect to Outstanding Revolving Credit Exposure the Extended Tranche may be different from those for which there the Specified Existing Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (iii) the undrawn commitment fee rate with respect to the Extended Commitments may be different from those for the Specified Existing Tranche. No Lender shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any obligation to agree to have any of its Loans or Commitments extended pursuant to any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectRequest. (b) The Administrative AgentBorrower shall provide the applicable Extension Request to Agent at least ten (10) Business Days (or such shorter period as Agent may determine in its reasonable discretion) prior to the date on which the applicable Lenders are requested to respond, with the consent of the Required Lendersand shall agree to such procedures, may enter into amendments (collectivelyif any, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative established by Agent shall reasonably request to accomplish the purposes purpose of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.1.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.25, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modificationeach, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to Lenders or at the time of such Extension; (ii) there except termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of Lenders that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of Lenders that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (vi) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such 6090356 -35- Xxxxxxxx Xxxxxx LLP Extension), operations, condition (financial or otherwise), results and Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) The Lenders hereby irrevocably authorize Administrative Agent, with the consent of the Required Lenders, may Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans an Extended Termination Date created pursuant to an Extension, in each case on terms consistent with this Section 2.282.25. Notwithstanding the foregoing, Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of Required Lenders with respect to any matter contemplated by this Section 2.25 and, if Administrative Agent seeks such advice or concurrence, Administrative Agent shall be permitted to enter into such amendments with Borrower in accordance with any instructions received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with Borrower by Administrative Agent hereunder shall be binding on Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.25. (d) In connection with any Extension, Borrower shall provide Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.25.

Extensions of Commitments. (a) The Borrowers Company may from time to time, but not more than twice during the term of this Agreement, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend the Fixed Termination Date by one year (1) year, and otherwise modify the termination date terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Company to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Company will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) days prior to the Facility Fixed Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender Bank responses. In connection with any Extension, each Lender Bank wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (i) Each Extension shall be paid in full by subject to the Borrowers following: (iA) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuingcontinuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (B) except as to interest rates, or (ii) there fees and termination date, the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective same terms as the Commitments of the Banks that did not agree to the Extension Offer; (C) the Fixed Termination Date of the Commitments to be extended pursuant to an Extension shall be later than the Fixed Termination Date of the Commitments of the Banks that did not agree to the Extension Offer; (D) if the aggregate amount of Commitments in respect of which Banks shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Company pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Banks that accepted such Extension Offer; (E) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Company generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (F) any applicable Minimum Extension Condition shall be satisfied; and (G) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.3 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by a Responsible Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectCompany. (b) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (c) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $250,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of this Agreement requiring proceeds of repayment of the Loans or funded participations in Letters of Credit to be transferred by the Agent to the Banks ratably in accordance with their respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Loans of Banks that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (d) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrowers by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. 2.14. (e) In connection with any Extension, the Company shall provide the Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.14. (f) This Section 2.28 2.14 shall supersede any provision in Section 8.3 13.2 to the contrary.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case Lenders of any Class of Term Loans on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on their respective Pro Rata Shares) the aggregate outstanding Term Loans of such Class, and on the same terms to each such Revolving Lender (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). The Borrowers For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made, which shall be a date not request more than two Extensions; the first Extension may be not be requested earlier than a five (5) Business Days after the date that on which the Pro Rata Extension Offer is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification delivered to the Administrative Agent (for distribution or such shorter period agreed to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide by the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingentits reasonable discretion), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) Agent an amendment to this Agreement (an “Extension Amendment”) and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request specify to accomplish evidence the Extended Term Loans of such Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans; provided that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and participation in prepayments and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall, subject to clauses (ii) and (iii) of this proviso, have (x) the same terms as the existing Class of Term Loans from which they are extended or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the Latest Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment thereunder and (v) such Extended Term Loans shall not have at any time (x) any financial maintenance covenants of a different type than the financial covenants set forth in Section 6.10, or any financial maintenance covenants that are more restrictive than the financial covenants set forth in Section 6.10 or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Initial Term Loan Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Extended Term Loans are outstanding or (II) become applicable only after the Initial Term Loan Facility shall have matured or been terminated. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan. For purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 Agreement and the other Loan Documents, if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have a Term Loan having the terms of such Extended Term Loan. (d) Notwithstanding anything to the contrarycontrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) the aggregate amount of Extended Term Loans will not be included in the calculation of clause (a) of the definition of Incremental Amount, (ii) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan implemented thereby, (v) all Extended Term Loans and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being extended and (vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of any such Extended Term Loans. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

Extensions of Commitments. (a) The Borrowers Company may from time to time, but not more than twice during the term of this Agreement, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend the Fixed Termination Date by one year (1) year, and otherwise modify the termination date terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Company to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Company will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) days prior to the Facility Fixed Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”Termination (i) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the Fixed Termination Date of the Commitments to be extended pursuant to an Extension shall be later than the Fixed Termination Date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Banks shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Company pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Banks that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Company generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.3 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by a Responsible Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectCompany. (b) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (c) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $375,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of this Agreement requiring proceeds of repayment of the Loans or funded participations in Letters of Credit to be transferred by the Agent to the Banks ratably in accordance with their respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Loans of Banks that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (d) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrowers by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 2.14. (e) In connection with any Extension, the Company shall supersede any provision in Section 8.3 provide the Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to the contrary.such procedures, if any, as may be

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.22, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) 30 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure For the avoidance of doubt, the Commitments of any Lender that rejects an so rejecting such Extension shall be paid in full by terminated as of the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior ExtensionFacility Termination Date, and all Obligations owing thereto shall be due and payable on the Facility Termination Date, . (iib) as Each Extension shall be subject to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if following: (i) any no Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.22, including to any payment of interest or fees in respect of any Commitments or Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Loans of Lenders that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.22. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.22 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions 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 Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.22. (f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.22.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.25, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date Facility Termination Date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “"Extension”") pursuant to one or more written offers (each, an “"Extension Offer”") made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) 30 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “"Extended Termination Date”") and the due date for Lender responses, which due date shall be at least 10 Business Days after the date of such distribution to the Lenders. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) The Administrative AgentIf at the time any Extension of Commitments (as so extended, with the consent of the Required Lenders"Current Extension Commitments") becomes effective, may enter into amendments there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, “the "Prior Extension Amendments”Commitments"), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased as of the prior Facility Termination Date so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a "Minimum Extension Condition") that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $10,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Agreement and the other Loan Documents as may be necessary Section 2.25, including to any payment of interest or fees in order to establish new classes respect of Revolving any Commitments and or Revolving Loans created that have been extended or made pursuant to an ExtensionExtension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case on terms consistent with this Section 2.28. Without limiting as is set forth in the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contraryrelevant Extension Offer.

Extensions of Commitments. (a) The Borrowers may from time to timeBorrower may, pursuant by written notice to the provisions of this Section 2.28 and with the consent of the Required LendersAdministrative Agent, agree with one or more Revolving Lenders to extend by one year the termination date of the request that Revolving Commitments and/or L/C Commitments and/or Advances under any Facility be extended to a date beyond the then existing Revolving Facility Maturity Date or any portion thereof (each Term B Facility Maturity Date, as applicable. Upon the receipt of such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time request by the Borrowers to all Revolving LendersAdministrative Agent, in each case on the Administrative Agent shall deliver a pro rata basis (based on their respective Pro Rata Shares) and on the same terms copy thereof to each such Revolving Appropriate Lender. The Borrowers Such notice shall not request more than two Extensions; set forth the first Extension may be not be requested earlier than a date that is more than four years prior to the newly proposed Revolving Facility Termination Maturity Date and/or Term B Facility Maturity Date and the second Extension may date on which such extension is requested to become effective (which shall be not less than 15 Business Days (or such shorter period as the Administrative Agent may agree) and which, in any event, must be requested earlier than a date that is more than four years on or prior to the then Extended Termination existing Revolving Facility Maturity Date and/or Term B Facility Maturity Date, as applicable), and shall offer each such Appropriate Lender the opportunity to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility. In connection with each ExtensionEach such Appropriate Lender shall, by notice to the Borrowers will provide notification to Borrower and the Administrative Agent given not more than 15 days (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in or such Extension shall, prior to such due date, provide shorter period as the Administrative Agent with a written notice thereof in a form reasonably satisfactory to may agree) after the date of the Administrative Agent. Any ’s notice, either agree to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility (each such Lender so agreeing being an “Extending Lender”) or decline to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility (and any such Lender that does not respond to an Extension Offer by the applicable due date deliver such a notice within such period of 15 days (or such shorter period) shall be deemed to have rejected declined to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such ExtensionFacility) (each such Lender so declining or being deemed to have declined being a “Non-Extending Lender”). The Outstanding In the event that, on the 15th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this clause (a), the Extending Lenders shall have agreed pursuant to the preceding sentence to extend their Revolving Credit Exposure of Commitments and/or L/C Commitments and/or Advances under such Facility by an aggregate amount less than the amount requested by the Borrower to be extended, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Extending Lender”), which may include any Lender, to provide Revolving Commitments and/or L/C Commitments and/or Advances in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Extending Lender that rejects an Extension shall be subject to the prior written approval of the Administrative Agent and any affected Issuing Bank to the extent that such Augmenting Extending Lender proposes to provide a revolving facility that includes letters of credit (which approval shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Extending Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or L/C Commitment and/or Advances and/or its status as a Lender hereunder. Any such extension may be made in an amount that is less than the amount requested by the Borrower to be extended if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Extending Lenders but in no event shall any such extension be made in an amount that exceeds the Revolving Commitments and/or L/C Commitments and/or Advances under the relevant Facility. (a) Notwithstanding the foregoing, no extension or replacement of the Revolving Commitments and/or L/C Commitments and/or Advances shall become effective under this Section 4.10 unless (i) the Borrower shall have paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, fees and expenses in respect of any such extension that are then due and payable and (ii) as any other conditions agreed to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on by the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred Borrower and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectExtending Lenders are satisfied. (b) The Each of the parties hereto hereby agrees that, notwithstanding anything to the contrary set forth in Section 11.05, this Agreement and the other Loan Documents may be amended pursuant to an amendment executed by the Loan Parties, the Administrative AgentAgent and the Extending Lenders, with without the consent of any Non-Extending Lender, to the Required Lenders, may enter into extent reasonably required to (i) reflect the existence and terms of the extended Revolving Commitments and/or L/C Commitments and/or Advances and (ii) effect such other amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extensionor appropriate, in each case on terms consistent with the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.284.10, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such amendment. Without limiting the foregoing, in In connection with any Extensionsuch amendment, the Borrowers and any Subsidiary shall execute such agreementsBorrower shall, confirmations or other documentation as upon request, deliver an opinion of counsel reasonably acceptable to the Administrative Agent shall reasonably request (i) as to accomplish the purposes enforceability of this Section 2.28. This Section 2.28 shall supersede Agreement (as amended), and such of the other Loan Documents (if any) as may be amended thereby and (ii) as to any provision in Section 8.3 to other customary matters reasonably requested by the contraryAdministrative Agent.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend by one year the termination date Termination Date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (each including, without limitation, by increasing the interest rate or fees payable in respect of such modificationCommitments or any portion thereof (each, such modification an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender Bank responses. In connection with any Extension, each Lender Bank wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) there except as to interest rates, fees, termination date and increase to Commitments under Section 2.9 (which shall, subject to immediately clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Banks shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Banks that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Representative of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 4.5 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been made extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Banks that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Material Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.14. (f) In connection with any Extension, the Borrower shall provide the Agent at least 60 days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.14.

Extensions of Commitments. (a) The Borrowers may, by notice to the Administrative Agent not earlier than 90 days but not later than 60 days prior to each anniversary of the Effective Date, request that each Lender extend such Lender’s Commitment for an additional 1-year or 2-year period from such anniversary of the Effective Date (the “Extension Date”); provided, that at no time shall any Lender’s Commitment be longer than a period of three years. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 75 days but not later than the date 45 days prior to the Extension Date (the “Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension and each Lender that determines not to so extend its Commitment (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event not later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The Commitment of each Non-Extending Lender shall terminate on the Commitment Termination Date then in effect without extension (the “Existing Commitment Termination Date”), and each Borrower shall pay in full all amounts owing by such Borrower to each Non-Extending Lender hereunder on or before the Existing Commitment Termination Date. (c) The Administrative Agent shall notify the Borrowers of each Lender’s determination under this Section 2.12 not earlier than 60 days but not later than the 30 days prior to the Extension Date (or, if such date is not a Business Day, on the next preceding Business Day). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (d) The Borrowers shall have the right on or before the Extension Date to require any Non-Extending Lender to assign in full, in accordance with Section 11.06, its rights and obligations under this Agreement to an assignee designated by the Borrowers (subject to the approval of the Administrative Agent, which shall not be unreasonably withheld) that agrees to accept all of such rights and obligations (each, a “Replacement Lender”); provided, that prior to replacing any Non-Extending Lender with any Replacement Lender, the Borrower shall have given each Lender which has agreed to extend its Commitment an opportunity to increase its Commitment by all or a portion of the Non-Extending Lenders’ Commitments. (e) If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Commitments shall be not less than 51% of the aggregate amount of the Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, (i) each Replacement Lender shall thereupon become a “Lender” for all purposes of this Agreement and (ii) the Commitment of each Lender that has agreed so to extend its Commitment and of each Replacement Lender shall be extended to the date one or two years, as the case may from time to be, after the Extension Date (except that, if such date is not a Business Day, such Commitment as so extended shall be the next preceding Business Day). (f) Notwithstanding the foregoing, the extension of the Commitments beyond the Commitment Termination Date, as in effect at any given time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date 2.12 shall be deemed effective with respect to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers only if: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or continuing on and as of such Commitment Termination Date; and (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects each of the Company representations and its Subsidiaries taken warranties in Section 7 hereof, including without limitation each of the Excluded Representations, are true and complete in all material respects on and as a wholeof such Commitment Termination Date with the same force and effect as if made on and as of such Commitment Termination Date (or, which could reasonably be expected if any such representation or warranty is expressly stated to have been made as of a Material Adverse Effectspecific date, as of such date). (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request Neither more than two Extensions; the first Extension may be not be requested earlier 120 days nor fewer than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended any Commitment Termination Date”) and , the due date for Borrower may request in writing to the related Agent on behalf of its related Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent Group (with a written notice thereof in a form reasonably satisfactory copy to the Administrative Agent), that the related Committed Lender extend its Commitment Termination Date for an additional 364-day period as herein provided, which request will be granted or denied by each Lender Group in its sole discretion. Any Upon receipt of any such request, the related Agent shall notify each Committed Lender in its Lender Group. On or before the last day of the Election Period, the related Committed Lender shall notify the Agent for its Lender Group of its willingness or refusal to so extend its Commitment Termination Date; provided, that does not the failure of any Committed Lender to respond prior to an Extension Offer by the applicable due date last day of the Election Period shall be deemed to have rejected such Extensionbe its refusal to so extend the Commitment Termination Date. The Outstanding Revolving Credit Exposure Agent for such Lender Group shall notify the Borrower and the Administrative Agent of any Lender that rejects an Extension shall be paid in full such willingness or refusal by the Borrowers Committed Lender not later than the Business Day following the last day of the Election Period. If (i) as the Committed Lender in a Lender Group has agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on extend the Facility related Commitment Termination Date, Date and (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on of the existing Extended Commitment Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or then in effect, no Termination Event of Default shall have occurred and be continuing, or (ii) there the Commitment Termination Date then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall have occurred since be extended to the Effective date which is 364 days following the Commitment Termination Date then in effect or, if such day is not a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any ExtensionBusiness Day, the Borrowers next preceding Business Day (or to any other date as agreed upon by the Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contraryeach Committed Lender).

Extensions of Commitments. (a) The Borrowers So long as no Amortization Event has occurred and is continuing, HVF may from time to timerequest, pursuant to through the provisions of this Section 2.28 and with Administrative Agent, that each Funding Agent, for the consent account of the Required Lendersrelated Investor Group, agree with one or more Revolving Lenders consents to extend by one year the termination date an extension of the Revolving Commitments or any portion thereof Series 2010-2 Commitment Termination Date for such period as HVF may specify (each such modification, an “Extension”) pursuant to one or more written offers (each, an the “Extension OfferLength”) ), which decision will be made from time to time by each Funding Agent, for the Borrowers to all Revolving Lendersaccount of the related Investor Group, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each its sole discretion. Upon receipt of any such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extensionrequest, the Borrowers will provide notification to the Administrative Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (for distribution to such period, the Lenders“Election Period”), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) Committed Note Purchaser shall notify HVF and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative AgentAgent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Lender that Committed Note Purchaser which does not respond expressly notify HVF and the Administrative Agent that it is willing to consent to an Extension Offer by extension of the Series 2010-2 Commitment Termination Date during the applicable due date Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2010-2 Commitment Termination Date during the applicable Election Period shall be deemed to have rejected such Extensionbe a Non-Extending Purchaser. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as If a Committed Note Purchaser or a Conduit Investor has agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility extend its Series 2010-2 Commitment Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there and, at the end of the applicable Election Period no Series 2010-2 Amortization Event shall have been a previous Extensionbe continuing, on the existing Extended Series 2010-2 Commitment Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers Committed Note Purchaser or Conduit Investor then in effect shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since extended to the Effective Date a change in date which is the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects last day of the Company and Extension Length (which shall begin running on the day after its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effectthen current Series 2010-2 Commitment Termination Date). (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request Neither more than two Extensions; the first Extension may be not be requested earlier 120 days nor fewer than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended any Commitment Termination Date”) and , the due date for Borrower may request in writing to the related Agent on behalf of its related Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent Group (with a written notice thereof in a form reasonably satisfactory copy to the Administrative Agent), that the related Committed Lender extend its Commitment Termination Date for an additional 364-day period as herein provided, which request will be granted or denied by each Lender Group in its sole discretion. Any Upon receipt of any such request, the related Agent shall notify each Committed Lender in its Lender Group. On or before the last day of the Election Period, the related Committed Lender shall notify the Agent for its Lender Group of its willingness or refusal to so extend its Commitment Termination Date; provided, that does not the failure of any Committed Lender to respond prior to an Extension Offer by the applicable due date last day of the Election Period shall be deemed to have rejected such Extensionbe its refusal to so extend the Commitment Termination Date. The Outstanding Revolving Credit Exposure Agent for such Lender Group shall notify the Borrower and the Administrative Agent of any Lender that rejects an Extension shall be paid in full such willingness or refusal by the Borrowers Committed Lender not later than the Business Day following the last day of the Election Period. If (i) as the Committed Lender in a Lender Group has agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on extend the Facility related Commitment Termination Date, Date and (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on of the existing Extended Commitment Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or then in effect, no Termination Event of Default shall have occurred and be continuing, the Commitment Termination Date then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which is 364 days following the Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or (ii) there shall have occurred since to any other date as agreed upon by the Effective Date a change in the business, Property, liabilities (actual Borrower and contingenteach Committed Lender), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with Within two Business Days following the consent end of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any ExtensionElection Period, the Borrowers and any Subsidiary Agent for each Lender Group shall execute notify each other Lender in such agreementsLender Group, confirmations or other documentation as the Administrative Agent and the Borrower of the identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (but shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary.not be required to) 53

Extensions of Commitments. (a) The Borrowers may from time to timeSo long as no Termination Event or Unmatured Termination Event has occurred, pursuant to the provisions of this Section 2.28 and with the consent of the Required LendersBorrower may, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility applicable Commitment Termination Date, request in writing that each Lender Group extend its Commitment Termination Date for an additional period following the then applicable Commitment Termination Date for such Lender Group, which request will be granted or denied by the Lender Group Agent for such Lender Group in its sole discretion and which additional period shall be on such terms as the Borrower and the second Extension Lender Group Agent for such Lender Group may be not be requested earlier than agree. On or before the last day of the related Election Period, the Lender Group Agent for each Lender Group shall notify the Borrower of such willingness or refusal to so extend such Lender Group’s Commitment Termination Date. If the Lender Group Agent for a date that is more than four years Lender Group fails to notify the Borrower of such willingness or refusal prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date end of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for related Election Period, such Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Group Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall will be deemed to have rejected refused to extend such ExtensionLender Group’s Commitment Termination Date. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers If (i) as a Lender Group Agent has agreed to any Outstanding Revolving Credit Exposure extend the Commitment Termination Date for which there has been no prior Extension, on the Facility Termination Date, its Lender Group and (ii) as prior to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Commitment Termination Date for in effect before such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default extension, no Termination Event or Unmatured Termination Event of Default shall have occurred and be continuing, or (ii) there the Commitment Termination Date then in effect for such Lender Group shall have occurred since be extended to the Effective Date a change date agreed to in writing between the business, Property, liabilities (actual Borrower and contingent), operations, condition (financial or otherwise), results of operations or prospects such Lender Group Agent. The Borrower shall provide the Administrative Agent and each Hedge Counterparty with written notice of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effectnew Commitment Termination Date for such extending Lender Group. (b) Promptly following notice that a Lender Group will be a Non-Extending Group, the Administrative Agent shall notify each Lender and the Borrower of the identity of such Non-Extending Group and the amount of its Commitment. The Administrative Agent and the Borrower may (but shall not be required to) request the other Lender Groups to acquire a pro rata portion of the Commitment of such Non-Extending Group, based on each such Lender Group’s Lender Group Percentage (calculated without giving effect to such Non-Extending Group’s portion of the Aggregate Commitment), and all amounts payable to it hereunder in accordance with Article Eleven. In the event that the Administrative Agent and the Borrower shall have requested that the Lenders outside of a Non-Extending Group each acquire a pro rata portion of the Commitment of such Non-Extending Group pursuant to the foregoing sentence, each Lender Group that is not a Non-Extending Group shall notify the Borrower and the Administrative Agent, within ten (10) Business Days after receipt of such request, of its willingness or refusal to so acquire its pro rata portion thereof. Each Lender in a Non-Extending Group hereby agrees to assign all or a portion of its Commitment, if any, and the amounts payable to it hereunder to a replacement Lender identified by the Administrative Agent and the Borrower in accordance with the consent preceding sentence, subject to payment by such replacement Lender to the Lender Group Agent for the Non-Extending Group of such replacement Lender’s ratable share of such Non-Extending Group’s Lender Group Percentage of the Required LendersLoans Outstanding, may enter into amendments (collectivelytogether with all accrued and unpaid interest thereon, “Extension Amendments”) and such replacement Lender’s ratable share of all fees and other amounts due to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28it hereunder. Without limiting Notwithstanding the foregoing, in connection with no event shall a Lender Group be required on any Extensiondate to purchase a portion of the Loans Outstanding that would cause its Lender Group Percentage of the Loans Outstanding determined after giving effect to such purchase, to exceed its Commitment. (c) Prior to the Borrowers and any Subsidiary shall execute such agreementsoccurrence of a Termination Event, confirmations or other documentation as if a Partial Expiration Event has occurred, the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 give notice to the contraryBorrower and the Servicer to apply any Collections in accordance with Section 2.08(viii), pro rata based on the pro rata amounts owing to any Non-Extending Lender as of the date of the related Partial Expiration Event, commencing no later than the first Payment Date which is at least two Business Days following the Commitment Termination Date for the Non-Extending Lender, specifying the amounts thereof.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.25, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “"Extension”") pursuant to one or more written offers (each, an “"Extension Offer”") made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “"Extended Termination Date”") and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Lenders that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Lenders that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, "Current Extension Commitments") becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the "Prior Extension Commitments"), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a "Minimum Extension Condition") that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $100,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.25, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “"Extension Amendments”") to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.25. 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 2.25 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 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 Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. 2.25. (f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.25. (g) This Section 2.28 2.25 shall supersede any provision in Section 8.3 to the contrary.

Extensions of Commitments. (a) The Borrowers may at any time and from time to time, pursuant time request (which such request shall be offered equally to the provisions all Lenders of this Section 2.28 and with the consent such Class) that all or a portion of the Required LendersCommitments of any Class or the Extended Commitments of any Class (and, agree with one or more Revolving Lenders to extend by one year in each case, including any previously extended Commitments), existing at the termination date time of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) made be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”; each Extended Commitment and related Extended Loans together being referred to as an “Extended Class”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Agreement with respect to any Extended Commitments, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Commitments from time which they are to time be extended (the “Specified Existing Commitment Class”) except that (w) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the Borrowers preceding clause (A) and (y) (1) the undrawn revolving credit commitment fee rate with respect to all Revolving Lendersthe Extended Commitments may be different from those for the Specified Existing Commitment Class and (2) the Extension Agreement may provide for other covenants and terms that apply to any period after the Maturity Date of the Specified Existing Commitment Class; provided that, notwithstanding anything to the contrary in each case this Section 2.16 or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension mechanics for which may be not be requested earlier than a date that is more than four years prior implemented through the applicable Extension Agreement and may include technical changes related to the Facility Termination Date borrowing and repayment procedures of the Specified Existing Commitment Class), (II) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 10.6 and (III) permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrowers and the second Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Existing Class converted or exchanged into Extended Loans or Extended Commitments pursuant to any Extension may be not be requested earlier than Request. Any Extended Commitments of any Extension Series shall constitute a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date separate Class of revolving credit commitments from Existing Commitments of the requested new termination date for the extended Revolving Specified Existing Commitment Class and from any other Existing Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection together with any Extension, each Lender wishing to participate in other Extended Commitments so established on such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Lead Borrower shall provide the applicable Extension Request to the Administrative AgentAgent at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the Existing Class are requested to respond, with the consent of the Required Lendersand shall agree to such procedures, may enter into amendments (collectivelyif any, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extensionestablished by, or acceptable to, the Administrative Agent, in each case on terms consistent with this Section 2.28. Without limiting the foregoingacting reasonably, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes purpose of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.

Extensions of Commitments. (a) The Borrowers So long as no Termination Event has occurred, the Borrower may from time to timerequest in writing, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request no more than two Extensions; the first Extension may be not be requested earlier 120 nor fewer than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended applicable Commitment Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to through the Administrative Agent. Any , that the Committed Lender that does not respond to extend its Commitment Termination Date for an Extension Offer additional period as herein provided, which request will be granted or denied by the applicable due date Committed Lender in its sole discretion and which additional period shall be deemed for such number of days and on such terms as the Borrower and the Committed Lender may agree. On or before the last day of the Election Period, the Committed Lender shall notify the Borrower of such willingness or refusal to have rejected such Extensionso extend the Commitment Termination Date not later than the Business Day following the last day of the Election Period. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers If (i) as the Committed Lender has agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on extend the Facility Commitment Termination Date, Date and (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extensionat the end of the applicable Election Period, on the existing Extended no Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there the Commitment Termination Date then in effect for the Committed Lender shall have occurred since be extended to the Effective Date a change in date which is such number of days following the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects last day of the Company Election Period or, if such day is not a Business Day, the next preceding Business Day, as the Borrower and its Subsidiaries taken as a whole, which could reasonably be expected to the Committed Lender may have a Material Adverse Effectagreed. (b) Within two Business Days following the end of an Election Period, the Administrative Agent shall notify each other Lender and the Borrower of the identity of any Dissenting Lender and the amount of its Commitment. The Administrative Agent, Agent and the Borrower may (but shall not be required to) request one or more other Lenders to acquire all or a portion of the Commitment of the Dissenting Lender and all amounts payable to it hereunder in accordance with Article Eleven. Each Dissenting Lender hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder to a replacement Lender identified by the Administrative Agent in accordance with the consent preceding sentence, subject to ratable payment of such Dissenting Lender’s Invested Percentage of the Required LendersLoans Outstanding, may enter into amendments together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder. (collectivelyc) Within five Business Days following the end of an Election Period, “Extension Amendments”) to this Agreement the extent not acquired pursuant to Section 2.04(b), each Lender that is not a Dissenting Lender shall acquire a pro rata portion of all of the Loans Outstanding owned by the Dissenting Lender. Each Dissenting Lender hereby agrees to assign such Loans Outstanding and the amounts payable to it hereunder to such Lender, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other Loan Documents as may be necessary in order amounts due to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28it hereunder. Without limiting Notwithstanding the foregoing, in connection with no event shall a Committed Lender be required on any Extensiondate to purchase a portion of the Loans Outstanding that would cause its Invested Percentage of the Loans Outstanding determined after giving effect to such purchase, to exceed its Commitment. (d) Prior to the Borrowers and any Subsidiary shall execute such agreementsoccurrence of a Termination Event, confirmations or other documentation as if a Partial Expiration Event has occurred, the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 give notice to the contraryBorrower and the Servicer to apply any Collections in accordance with Section 2.08(a)(x) or 2.08(b)(2)(x), pro rata based on the pro rata amounts owing to any Non-Extending Lender as of the date of the related Partial Expiration Event, commencing no later than the first Payment Date which is at least two Business Days following the Commitment Termination Date for the Non-Extending Lender, specifying the amounts thereof.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.25, agree with one or more Revolving Lenders holding Commitments to extend the Facility Termination Date, and otherwise modify the terms of such Commitments or any portion thereof (including, without limitation, by one year increasing the termination date interest rate or fees payable in respect of the Revolving such Commitments or any portion thereof (each such modification, an “Extension”)) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) 30 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses, which due date shall be at least 10 Business Days after the date of such distribution to the Lenders. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased as of the prior Facility Termination Date so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $10,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.25, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.25. 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 2.25 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 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 Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.25. (f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.25.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.24, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “"Extension”") pursuant to one or more written offers (each, an “"Extension Offer”") made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “"Extended Termination Date”") and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Lenders that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Lenders that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) [Reserved.] (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a "Minimum Extension Condition") that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $100,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.24, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “"Extension Amendments”") to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.24. 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 2.24 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 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 Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. 2.24. (f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.24. (g) This Section 2.28 2.24 shall supersede any provision in Section 8.3 to the contrary.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.23, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) 30 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The Administrative Agentconsummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that the Required Lenders approve such Extension. For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.23, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.23. 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 2.23 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 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 Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.23. (f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.23.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Sharesthe aggregate outstanding principal amounts of the Commitments with a like maturity date) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each ExtensionLender , the Borrowers will provide notification Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate terms contained in such Extension shall, prior Offers to extend the maturity date of each such due date, provide Lender’s Commitments and otherwise modify the Administrative Agent with a written notice thereof in a form reasonably satisfactory terms of such Commitments pursuant to the Administrative Agent. Any Lender that does not respond to an terms of the relevant Extension Offer (including by increasing the applicable due date interest rate or fees payable in respect of such Commitments (and related outstandings)) (each, an “Extension”, and each Commitment, as so extended, as well as the original Commitments (in each case not so extended), being a “tranche”; and any Extended Commitments shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure constitute a separate tranche of any Lender that rejects an Extension shall be paid in full by Commitments from the Borrowers tranche of Commitments from which they were converted), so long as the following terms are satisfied: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) there except as to interest rates, fees, and final maturity (which shall have occurred since be determined by the Effective Date a change Borrower and set forth in the business, Property, liabilities (actual and contingentrelevant Extension Offer), operationsthe Commitment of any Lender that agrees to an Extension with respect to such Commitment (an “Extended Commitment”; and the Loans thereunder, condition “Extended Loans”) and the related outstandings, shall be a Commitment (financial or otherwiserelated outstandings, as the case may be) with the same terms (or terms not less favorable to existing Lenders) as the original Commitments (and related outstandings); provided that (x) subject to the provisions of Section 2.22(e) and Section 3.4(c) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the maturity date of any non-extended Commitments when there exist Extended Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in from the date of such earlier maturity date on a pro rata basis by all Lenders with Extended Commitments in accordance with their Revolving Percentages, (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), results of operations or prospects (B) repayments required upon the maturity date of the Company non-extending Commitments and its Subsidiaries taken as (C) repayments made in connection with a whole, which could reasonably permanent repayment and reduction or termination of Commitments) of Extended Loans after the applicable Extension date shall be expected to made on a pro rata basis with all other Commitments and (z) at no time shall there be Commitments hereunder (including Extended Commitments and any original Commitments) that have a Material Adverse Effectmore than two different maturity dates, (iii) all documentation in respect of such Extension shall be consistent with the foregoing and (iv) any applicable Minimum Extension Condition shall be satisfied. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or Commitment reductions for purposes of Sections 2.5, 2.9, or 2.13 and (ii) the Borrower shall specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (except as provided below, to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and waivable by the Borrower) of Commitments of any or all applicable tranches be tendered; provided, that in any event, the Minimum Extension Condition shall require that, after giving effect to a particular Extension, a majority of the aggregate Commitments shall constitute Extended Commitments pursuant thereto, and such requirement may not be waived by the Borrower. The Administrative AgentAgent and the Lenders hereby consent to the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.5, 2.9 and 2.13) or any other Loan DocumentPaper that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Commitments (or a portion thereof) and (B) with respect to any Extension of the Commitments (or a portion thereof), the consent of the Required LendersIssuing L/C Lender and the Swingline Lender, may which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement, the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents DocumentsPapers with the Borrower as may be necessary in order to establish new classes tranches or sub-tranches in respect of Revolving Commitments and Revolving Loans created pursuant to an Extensionsuch technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.282.25. Without limiting In addition, if so provided in such amendment and with the foregoingconsent of the Issuing L/C Lender, participation interests in Letters of Credit expiring on or after the maturity date of any non-extended Commitments when there exist Extended Commitments with a longer maturity date (but in no event later than the date that is five Business Days prior to the later maturity date) in respect of the Commitments shall be re-allocated from Lenders holding non-extended Commitments to Lenders holding Extended Commitments in accordance with the terms of such amendment; provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (d) In connection with any Extension, the Borrowers and any Subsidiary Borrower shall execute such agreements, confirmations or other documentation as provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.25.

Extensions of Commitments. (a) The Borrowers Company may from time to time, but not more than twice during the term of this Agreement, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend the Fixed Termination Date by one year (1) year, and otherwise modify the termination date terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Company to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Company will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) days prior to the Facility Fixed Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender Bank responses. In connection with any Extension, each Lender Bank wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (i) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the Fixed Termination Date of the Commitments to be extended pursuant to an Extension shall be later than the Fixed Termination Date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Banks shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Company pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Banks that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Company generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.3 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by a Responsible Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectCompany. (b) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (c) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $250,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of this Agreement requiring proceeds of repayment of the Loans or funded participations in Letters of Credit to be transferred by the Agent to the Banks ratably in accordance with their respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Loans of Banks that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (d) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrowers by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. 2.14. (e) In connection with any Extension, the Company shall provide the Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.14. (f) This Section 2.28 2.14 shall supersede any provision in Section 8.3 13.2 to the contrary.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend by one year the termination date date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (each including, without limitation, by increasing the interest rate or fees payable in respect of such modificationCommitments or any portion thereof (each, such modification an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender Bank responses. In connection with any Extension, each Lender Bank wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) there except as to interest rates, fees, termination date and increase to Commitments under Section 2.9 (which shall, subject to immediately clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Banks shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Banks that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Representative of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 4.5 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been made extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Banks that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Material Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.14. (f) In connection with any Extension, the Borrower shall provide the Agent at least 60 days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.14.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.25, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date Facility Termination Date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an "“Extension"”)) pursuant to one or more written offers (each, an "“Extension Offer"”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) 30 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an "“Extended Termination Date"”) and the due date for Lender responses, which due date shall be at least 10 Business Days after the date of such distribution to the Lenders. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) The Administrative AgentIf at the time any Extension of Commitments (as so extended, with the consent of the Required Lenders"“Current Extension Commitments"”) becomes effective, may enter into amendments there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the "“Prior Extension AmendmentsCommitments"”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased as of the prior Facility Termination Date so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a "“Minimum Extension Condition"”) that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $10,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Agreement and the other Loan Documents as may be necessary Section 2.25, including to any payment of interest or fees in order to establish new classes respect of Revolving any Commitments and or Revolving Loans created that have been extended or made pursuant to an ExtensionExtension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case on terms consistent with this Section 2.28. Without limiting as is set forth in the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contraryrelevant Extension Offer.

Extensions of Commitments. (a) The Borrowers So long as no Termination Event has occurred, the Borrower may from time to timerequest in writing, pursuant to before the provisions of this Section 2.28 and with Commitment Proposed Extension Date, through the consent of the Required LendersAdministrative Agent, agree with one or more Revolving Lenders to that each Committed Lender extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modificationits Commitment Termination Date for an additional 180-day period as herein provided, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not which request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Dategranted or denied by each Committed Lender in its sole discretion. In connection with each ExtensionUpon receipt of any such request, the Borrowers will provide notification to the Administrative Agent (for distribution to shall notify each Committed Lender. On or before the Lenders), no later than thirty (30) days prior to the Facility Termination Date last day of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any ExtensionElection Period, each Committed Lender wishing to participate in such Extension shall, prior to such due date, provide shall notify the Administrative Agent with a written notice thereof in a form reasonably satisfactory of its willingness or refusal to so extend its Commitment Termination Date, provided that the Administrative Agent. Any failure of any Committed Lender that does not to timely respond to an Extension Offer by the applicable due date shall be deemed to have rejected be its refusal to so extend, and the Administrative Agent shall notify the Borrower of such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full willingness or refusal by the Borrowers Committed Lenders not later than the Business Day following the last day of the Election Period. If (i) as one or more Committed Lenders have agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on extend the Facility Commitment Termination Date, Date and (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extensionat the end of the applicable Election Period, on the existing Extended no Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there the Commitment Termination Date then in effect for each such Committed Lender shall have occurred since be extended to the Effective Date a change in date which is 180 days following the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects last day of the Company Election Period or, if such day is not a Business Day, the next preceding Business Day (or any other date as agreed upon by the Borrower and its Subsidiaries taken as a wholeeach Committed Lender); provided, which could reasonably be expected that if not all Committed Lenders, the Borrower may elect, by notice to the Administrative Agent, delivered not later than five Business Days after the end of the Election Period, not to have a Material Adverse Effectsuch extension become effective. (b) Within two Business Days following the end of an Election Period, the Administrative Agent shall notify each other Lender and the Borrower of the identity of any Dissenting Lender and the amount of its Commitment. The Borrower may (but shall not be required to) request one or more other Lenders or seek another financial institution reasonably acceptable to the Administrative Agent, Agent to acquire all or a portion of the Commitment of the Dissenting Lender and all amounts payable to it hereunder in accordance with Article Twelve. Each Dissenting Lender hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder to a replacement Xxxxxx identified by the Administrative Agent in accordance with the consent preceding sentence, subject to ratable payment of such Dissenting Lender’s Invested Percentage of the Required LendersLoans Outstanding, may enter into amendments together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder. (collectivelyc) Within five Business Days following the end of an Election Period, “Extension Amendments”) to this Agreement the extent not acquired pursuant to Section 2.04(b), each Lender that is not a Dissenting Lender shall acquire a pro rata portion of all of the Loans Outstanding owned by the Dissenting Lender. Each Dissenting Xxxxxx hereby agrees to assign such Loans Outstanding and the amounts payable to it hereunder to such Xxxxxx, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other Loan Documents as may be necessary in order amounts due to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28it hereunder. Without limiting Notwithstanding the foregoing, in connection with no event shall a Committed Lender be required on any Extensiondate to purchase a portion of the Loans Outstanding that would cause its Invested Percentage of the Loans Outstanding determined after giving effect to such purchase, to exceed its Commitment. (d) Prior to the Borrowers and any Subsidiary shall execute such agreementsoccurrence of a Termination Event, confirmations or other documentation as if a Partial Expiration Event has occurred, the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 give notice to the contraryBorrower and the Servicer to apply any Collections in accordance with Section 2.08(vi)(B), to the pro rata repayment of such amounts owing to any Non-Extending Lender as of the date of the related Partial Expiration Event, commencing no later than the first Payment Date which is at least two Business Days following the Commitment Termination Date for the Non-Extending Lender, specifying the amounts thereof.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case Lenders on a pro rata basis (based on the aggregate outstanding principal amount of their respective Pro Rata SharesCommitments) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification Borrower may consummate from time to time transactions with individual Lenders that accept the Administrative Agent (for distribution terms contained in such Extension Offers to extend the Lenders), no later than thirty (30) days prior to the Facility Termination Date of each such Lender’s Commitments and otherwise modify the requested new termination date for terms of such Commitments pursuant to the extended Revolving Commitments terms of the relevant Extension Offer (each including by increasing the interest rate or fees payable in respect of such Commitments) (each, an “Extended Termination DateExtension”) , and each group of Commitments so extended, as well as the due date for Lender responses. In connection with any Extensionoriginal Commitments not so extended, each Lender wishing to participate in such Extension shallbeing a separate “tranche”), prior to such due date, provide so long as the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers following terms are satisfied: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders; (ii) except as to pricing (interest rate and fees) and maturity (which shall be set forth in the relevant Extension Offer but shall be no earlier than the Termination Date of the then existing Commitments), the Commitment of any Lender that agrees to an Extension with respect to such Commitment extended pursuant to any Extension (an “Extended Commitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) with the same terms as the original Commitments (and related outstandings); provided that (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (2) repayments required upon the Termination Date of the non-extending Commitments and (3) repayment made in connection with a permanent repayment and termination of Commitments) of Loans with respect to Extended Commitments after the applicable extension date shall be made on a pro rata basis with all other Commitments, (B) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Commitments after the applicable extension date shall be made on a pro rata basis with all other Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments that are not extended prior to any Extended Commitments, (C) assignments and participations of Extended Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Revolving Loans, (D) subject to the provisions of Section 3.4(d) to the extent Letters of Credit that mature or expire after a maturity date when there exist Extended Commitments with a later maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Percentage Interest of the Commitments (and except as provided in Section 3.4(d), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (E) at no time shall there be Commitments hereunder which have more than two different maturity dates and (F) the Extension shall be subject to the Borrower’s compliance with its prepayment obligations under Section 3.4(d); (iii) if the aggregate principal amount of Commitments (calculated on the face amount thereof) in respect of which Lenders shall have occurred since accepted the Effective Date a change in relevant Extension Offer shall exceed the businessmaximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to such Extension Offer, Propertythen the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; and (iv) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by the Borrower and, liabilities (actual and contingent)to extent provided below, operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectAdministrative Agent. (b) The With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) such Extensions shall not constitute voluntary or mandatory payments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Commitments to be extended, which shall be an integral multiple of $1,000,000 (unless otherwise agreed by the Administrative Agent) and an aggregate principal amount that is not less than $20,000,000 (or if less, with the remaining outstanding principal amount thereof) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section 2.22 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other person (other than as set forth in Section 2.22(c)), and the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.22 shall not apply to any of the transactions effected pursuant to this Section 2.22. (c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or any other person shall be required to effectuate any Extension, other than the consent of the Required Lenders, may Borrower and each Lender agreeing to such Extension with respect to one or more of its Commitments. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new classes tranches in respect of Revolving Commitments so extended and Revolving Loans created pursuant to an Extensionsuch technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches, in each case case, on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.282.22. This Section 2.28 2.22 shall supersede any provision provisions in Section 8.3 10.1 to the contrary. For the avoidance of doubt, it is understood that no existing Lenders will have any obligation to commit to any such extension.

Extensions of Commitments. (a) The Borrowers may from time to timemay, pursuant by sending an Extension Letter in substantially the form of Exhibit E to the provisions of this Section 2.28 and with Administrative Agent (in which case the consent Administrative Agent shall promptly deliver a copy to each of the Required Lenders), not less than 30 days and not more than 60 days prior to each anniversary of the Closing Date, request that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur one year after the Current Termination Date. Each Lender, acting in its sole discretion, shall advise in response to such extension request, by written notice to the Administrative Agent given not less than 15 days and not more than 30 days prior to the Current Termination Date or the next occurring anniversary of the Closing Date, as the case may be (such date on which a Lender may give notice of its intention to extend the Current Termination Date being referred to herein as the “Final Election Date”), whether or not such Lender agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Current Termination Date being referred to herein as a “Non-Extending Lender”). Any Lender that does not advise the Administrative Agent by the Final Election Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree with one to such extension shall not obligate any other Lender to agree. (i) In response to such extension request under Section 1.04(a), if Lenders holding Commitments that aggregate 50% or more Revolving of the Total Commitments of the Lenders on or prior to the Final Election Date have not agreed to extend by the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date. (ii) In response to such extension request under Section 1.04(a), if Lenders holding Commitments that aggregate more than 50% of the Total Commitments on or immediately prior to the Final Election Date have agreed to extend the Current Termination Date, the Administrative Agent shall notify each Borrower of such agreement in writing no later than five days after the Final Election Date, and effective on the Current Termination Date or the next occurring anniversary of the Closing Date, as the case may be (the “Extension Date”), the Termination Date applicable to the Lenders that have agreed to such extension (such Lenders being referred to herein as “Continuing Lenders”) shall be the day that is one year after the termination date Current Termination Date. In the event of such extension, the Commitments of each Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the Total Commitments of the Revolving Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitments up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed. (c) In the event that the conditions in Section 1.04(b)(ii) have been satisfied, the Borrowers shall have the right on or before the Extension Date, at their own expense, to require any portion thereof Non-Extending Lender to transfer and assign without recourse or representation (each such modificationexcept as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 11.02) all its interests, an “Extension”) pursuant rights and obligations under the Loan Documents to one or more written offers banks, financial institutions or other entities (which may include any Lender) (each, an “Extension OfferLender”); provided that (w) made from time such Extension Lender agrees that the Termination Date applicable to time by it shall be the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date day that is more than four years prior one year after the Current Termination Date, (x) such Extension Lender, if not already a Lender hereunder, shall be subject to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to approval of the Administrative Agent (for distribution which consent shall not be unreasonably withheld), (y) such assignment shall become effective as of the Extension Date and (z) such Extension Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the Lenders)date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Lender’s account or owed to it hereunder. Notwithstanding the foregoing, no later than thirty (30) days prior to extension of the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extensionbecome effective unless, on the Facility Termination Extension Date, the conditions set forth in Section 5.02 shall be satisfied (ii) as with all references in such paragraphs to Outstanding Revolving Credit Exposure for which there shall have been the making of a previous Extension, Loan being deemed to be references to the extension of the Commitments on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (iDate) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request have received certificates to accomplish that effect with respect to each Borrower dated the purposes Extension Date and executed by a responsible officer of such Borrower. (d) Notwithstanding anything to the contrary in this Section 2.28. This Section 2.28 1.04, the Termination Date shall supersede not be extended unless the aggregate Commitments of the Continuing Lenders and any provision in Section 8.3 other Extension Lenders are greater than or equal to the contraryTotal Extensions of Credit as of the Extension Date. (e) There shall be no more than two extensions under this Section 1.04.

Extensions of Commitments. (a) The Borrowers Company may from time to time, but not more than twice during the term of this Agreement, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend the Fixed Termination Date by one year (1) year, and otherwise modify the termination date terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Company to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Company will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) days prior to the Facility Fixed Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender Bank responses. In connection with any Extension, each Lender Bank wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (i) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective Date a change in same terms as the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects Commitments of the Company and its Subsidiaries taken as a whole, which could reasonably Banks that did not agree to the Extension Offer; (iii) the Fixed Termination Date of the Commitments to be expected extended pursuant to have a Material Adverse Effect.an Extension shall be later than the Fixed Termination (b) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (c) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $250,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of this Agreement requiring proceeds of repayment of the Loans or funded participations in Letters of Credit to be transferred by the Agent to the Banks ratably in accordance with their respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been (d) The Banks hereby irrevocably authorize the Required Lenders, may Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrowers by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.282.14. (e) In connection with any Extension, the Company shall provide the Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.14. (f) This Section 2.28 2.14 shall supersede any provision in Section 8.3 13.2 to the contrary.. ARTICLE III

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request Neither more than two Extensions; the first Extension may be not be requested earlier 120 days nor fewer than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) 60 days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended any Commitment Termination Date”) and , the due date for Borrower may request in writing to the related Agent on behalf of its related Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent Group (with a written notice thereof in a form reasonably satisfactory copy to the Administrative Agent), that the related Committed Lender extend its Commitment Termination Date for an additional 364-day period as herein provided, which request will be granted or denied by each Lender Group in its sole discretion. Any Upon receipt of any such request, the related Agent shall notify each Committed Lender in its Lender Group. On or before the last day of the Election Period, the related Committed Lender shall notify the Agent for its Lender Group of its willingness or refusal to so extend its Commitment Termination Date; provided, that does not the failure of any Committed Lender to respond prior to an Extension Offer by the applicable due date last day of the Election Period shall be deemed to have rejected such Extensionbe its refusal to so extend the Commitment Termination Date. The Outstanding Revolving Credit Exposure Agent for such Lender Group shall notify the Borrower and the Administrative Agent of any Lender that rejects an Extension shall be paid in full such willingness or refusal by the Borrowers Committed Lender not later than the Business Day following the last day of the Election Period. If (i) as the Committed Lender in a Lender Group has agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on extend the Facility related Commitment Termination Date, Date and (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on of the existing Extended Commitment Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or then in effect, no Termination Event of Default shall have occurred and be continuing, the Commitment Termination Date then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which 53 149194398v7 is 364 days following the Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or (ii) there shall have occurred since to any other date as agreed upon by the Effective Date a change in the business, Property, liabilities (actual Borrower and contingenteach Committed Lender), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with Within two Business Days following the consent end of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any ExtensionElection Period, the Borrowers and any Subsidiary Agent for each Lender Group shall execute notify each other Lender in such agreementsLender Group, confirmations or other documentation as the Administrative Agent and the Borrower of the identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (but shall reasonably not be required to) request one or more other Committed Lenders to accomplish acquire all or a portion of the purposes Commitment of this Section 2.28. This Section 2.28 shall supersede any provision the Non-Extending Lender and all amounts payable to it hereunder in Section 8.3 accordance with Article Eleven on or prior to the contrary.related Commitment Termination Date of such Non-

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility So long as no Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each ExtensionEvent has occurred, the Borrowers will provide notification to Borrower may request in writing, before the Administrative Agent Commitment Proposed Extension Date, through the Agents (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory copy to the Administrative Agent), that each Committed Lender and Liquidity Provider extend its Commitment Termination Date for an additional 364-day period as herein provided, which request may be granted or denied by each Committed Lender and Liquidity Provider in its sole discretion. Any Upon receipt of any such request, each Agent shall notify each Committed Lender and Liquidity Provider in its Lender Group. On or before the last day of the Election Period, 300213599v4 each Committed Lender and Liquidity Provider shall notify the Agent for its Lender Group of its willingness or refusal to so extend its Commitment Termination Date, provided that does not the failure of any Committed Lender or Liquidity Provider to timely respond to an Extension Offer by the applicable due date shall be deemed to have rejected be its refusal to so extend, and such Extension. The Outstanding Revolving Credit Exposure Agent shall notify the Borrower and the Administrative Agent of any Lender that rejects an Extension shall be paid in full such willingness or refusal by the Borrowers Committed Lenders and Liquidity Providers not later than the Business Day following the last day of the Election Period. No Liquidity Provider may consent to an extension of its Commitment Termination Date without the consent of each Conduit Lender, if any, for which it acts as a Liquidity Provider. If (i) as one or more Committed Lenders or Liquidity Providers have agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on extend the Facility Commitment Termination Date, Date and (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extensionat the end of the applicable Election Period, on the existing Extended no Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there the Commitment Termination Date then in effect for each such Committed Lender and Liquidity Provider shall have occurred since be extended to the Effective Date a change in date which is 364 days following the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects last day of the Company Election Period or, if such day is not a Business Day, the next preceding Business Day (or any other date as agreed upon by the Borrower and its Subsidiaries taken as each Committed Lender and Liquidity Provider); provided, that if not all Committed Lenders and Liquidity Providers have agreed to such extension, the Borrower may elect, by notice to each Agent (with a wholecopy to the Administrative Agent) delivered not later than five Business Days after the end of the Election Period, which could reasonably be expected not to have a Material Adverse Effectsuch extension become effective. (b) The Within two Business Days following the end of an Election Period, the Agent for each Lender Group shall notify each other Lender in such Lender Group, the Administrative Agent and the Borrower of the identity of any Dissenting Lender and the amount of its Commitment. Such Agent, the Borrower and, if the Dissenting Lender is a Liquidity Provider, the affected Conduit Lender may (but shall not be required to) request one or more other Lenders in such Lender Group, with the consent of the Required LendersAgent for such Lender Group (which shall not be unreasonably withheld) and, may enter into amendments (collectivelyif the Dissenting Lender is a Liquidity Provider, “Extension Amendments”) the affected Conduit Lender in its sole discretion, or seek another financial institution reasonably acceptable to this Agreement such Agent and, if the Dissenting Lender is a Liquidity Provider acceptable to the affected Conduit Lender in its sole discretion, to acquire all or a portion of the Commitment of the Dissenting Lender and all amounts payable to it hereunder in accordance with Article Twelve. Each Dissenting Lender hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder to a replacement Xxxxxx identified by the Agent for its Lender Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Lender’s Invested Percentage of the Loans Outstanding, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other Loan Documents as may be necessary in order amounts due to establish new classes it hereunder. (c) Within five Business Days following the end of Revolving Commitments and Revolving Loans created an Election Period, to the extent not acquired pursuant to an ExtensionSection 2.04(b), in each case on terms consistent Lender that is not a Dissenting Lender shall acquire a pro rata portion of all of the Loans Outstanding owned by the Dissenting Lender. Each Dissenting Xxxxxx hereby agrees to assign such Loans Outstanding and the amounts payable to it hereunder to such Xxxxxx, together with this Section 2.28all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder. Without limiting Notwithstanding the foregoing, in connection with no event shall a Committed Lender be required on any Extensiondate to purchase a portion of the Loans Outstanding that would cause its Invested Percentage of the Loans Outstanding determined after giving effect to such purchase, to exceed its Commitment, and in no event shall a Liquidity Provider be required on any date to purchase a portion of the Loans Outstanding which would 300213599v4 cause its Invested Percentage of the Loans Outstanding, determined after giving effect to such purchase, to exceed its Adjusted Commitment. (d) Prior to the occurrence of a Termination Event, if a Partial Expiration Event has occurred, the Borrowers related Agent shall give notice to the Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Servicer (with a copy to the Administrative Agent shall reasonably request Agent) to accomplish the purposes of this apply any Collections in accordance with Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 2.08(vi)(B), to the contrarypro rata repayment of such amounts owing to any Non-Extending Lender as of the date of the related Partial Expiration Event, commencing no later than the first Payment Date which is at least two Business Days following the Lender Termination Date for the Non-Extending Lender, specifying the amounts thereof.

Extensions of Commitments. (a) The Borrowers Company may from time to time, but not more than twice during the term of this Agreement, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.14, agree with one or more Revolving Lenders Banks holding Commitments to extend the Fixed Termination Date by one year (1) year, and otherwise modify the termination date terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Company to all Revolving LendersBanks, in each case on a pro rata basis (based on their respective Pro Rata SharesPercentages) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination DateBank. In connection with each Extension, the Borrowers Company will provide notification to the Administrative Agent (for distribution to the LendersBanks), no later than thirty (30) days prior to the Facility Fixed Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender Bank responses. In connection with any Extension, each Lender Bank wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (i) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Bank extended pursuant to any Extension shall have occurred since the Effective same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the Fixed Termination Date of the Commitments to be extended pursuant to an Extension shall be later than the Fixed Termination Date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Banks shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Company pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Banks that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Company generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.3 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by a Responsible Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectCompany. (b) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (c) The Administrative consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $375,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, it is understood and agreed that the provisions of this Agreement requiring proceeds of repayment of the Loans or funded participations in Letters of Credit to be transferred by the Agent to the Banks ratably in accordance with their respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Loans of Banks that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (d) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks 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 Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrowers by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Borrowers Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. 2.14. (e) In connection with any Extension, the Company shall provide the Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.14. (f) This Section 2.28 2.14 shall supersede any provision in Section 8.3 13.2 to the contrary.

Extensions of Commitments. (a) The Borrowers may from time to time, pursuant Notwithstanding anything to the provisions of contrary in this Section 2.28 and with the consent of the Required LendersAgreement, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers Lead Borrower to all Revolving LendersLenders holding Tranche A Commitments or FILO Commitments, in each as the case may be, with a like Maturity Date on a pro rata basis (based on their respective Pro Rata Sharesthe aggregate Tranche A Commitments or FILO Commitments, as applicable, of all Lenders with the same Maturity Date) and on the same terms to each such Revolving Lender. The Borrowers , the Lead Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Tranche A Commitments or FILO Commitments, as the case may be, and otherwise modify the terms of such Tranche A Commitments or FILO Commitments of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche A Commitments or FILO Commitments and Credit Extensions made thereunder) (each, an “Extension”, and each group of Tranche A Commitments or FILO Commitments as so extended, as well as the original Tranche A Commitments or FILO Commitments not request more than two Extensionsso extended, being a “Class”; any Extended Commitments (as defined below) shall constitute a separate Class of Commitments from the first Class of Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default shall have occurred and be continuing at the time the offering document in respect of an Extension may Offer is delivered to the Lenders or prior to or after giving effect to any Extended Commitments, (ii) except as to interest rates, fees, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii) and (iv), be not determined by the Lead Borrower and MLPF&S and set forth in the relevant Extension Offer), the Tranche A Commitments or FILO Commitments of any Lender (an “Extending Lender”) extended pursuant to any Extension (any such Tranche A Commitments or FILO Commitments, “Extended Commitments”) shall have the same terms as the Class of Commitments subject to such Extension Offer, (iii) the final maturity date of any Extended Commitments shall be requested no earlier than the then Latest Maturity Date, (iv) any Extended Commitments may participate on a date that is more pro rata basis or a less than four years prior to the Facility Termination Date and the second Extension may be pro rata basis (but not be requested earlier greater than a date that is more than four years prior pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (v) if the aggregate amount of Tranche A Commitments or FILO Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate amount of Tranche A Commitments or FILO Commitments offered to the then Extended Termination Date. In connection with each Extension, be extended by the Borrowers will provide notification pursuant to such Extension Offer, then the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Tranche A Commitments or FILO Commitments (each an “Extended Termination Date”as applicable) and of such Lenders shall be extended ratably up to such maximum amount based on the due date for Lender responses. In connection respective principal amounts (but not to exceed actual holdings of record) with any Extension, each Lender wishing respect to participate in which such Lenders have accepted such Extension shallOffer, prior to (vi) all documentation in respect of such due date, provide Extension shall be consistent with the Administrative Agent with a written notice thereof foregoing and in a form and substance reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an , (vii) any applicable Minimum Extension Offer by the applicable due date Condition shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full satisfied unless waived by the Borrowers and (iviii) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on such Extension and Extended Commitments (and the Facility Termination Date, (iiterms thereof) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on approved by the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectAdministrative Agent. (b) The If, at the time any Extension becomes effective, not all of the Commitments that were subject to the applicable Extension Offer shall have been extended (such non-extended Commitments with respect to any Extension, the “Non-Extended Commitments”), then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative AgentAgent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Commitments and (y) the four years following the date of the respective Extension) payable to Lenders with such new Extended Commitments, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of extensions of credit under such new Extended Commitments shall at any time (over the life of such new Extended Commitments) exceed the “effective interest rate” applicable to extensions of credit under the applicable Non-Extended Commitments by more than 1.00% (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Margin applicable to extensions of credit under such Non-Extended Commitments shall be increased to the extent necessary so that at all times thereafter such Non-Extended Commitments do not receive less “effective interest rate” than the “effective interest rate” applicable to extensions of credit under such new Extended Commitments minus 1.00% (c) With respect to all Extensions consummated by the Lead Borrower pursuant to this SECTION 2.27, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of SECTION 2.16 or SECTION 2.17 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Lead Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrowers’ sole discretion and may be waived by the Borrowers) of Tranche A Commitments or FILO Commitments (as applicable) of any or all applicable tranches be tendered. The Lenders hereby consent to the Extensions and the other transactions contemplated by this SECTION 2.27 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the Required Lenders, relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this SECTION 2.27. (d) The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents with the Borrowers and the other Loan Parties as may be necessary in order to establish new classes tranches or sub-tranches in respect of Revolving Commitments so extended and Revolving Loans created pursuant to an Extensionsuch technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.28SECTION 2.27 (the amendment establishing such Extension, an “Extension Amendment”). Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Revolving Lenders with respect to any matter contemplated by this SECTION 2.27(d) and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Revolving 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 or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Lead Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent). (e) In connection with any Extension, the Borrowers and any Subsidiary Lead Borrower shall execute such agreements, confirmations or other documentation as provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably request to accomplish the purposes of this Section 2.28. SECTION 2.27. (f) This Section 2.28 SECTION 2.27 shall supersede any provision provisions in Section 8.3 SECTION 2.21 or SECTION 9.01 to the contrary.

Extensions of Commitments. (a) The Borrowers Not less than 45 days nor more than 60 days prior to the Termination Date then in effect, the Company may advise the Administrative Agent in writing of its desire to extend the Termination Date for an additional 364 days from time the Termination Date then in effect and the Administrative Agent shall promptly notify the Lenders of each such request. Each Lender shall notify the Administrative Agent in writing not later than 30 days before the Termination Date then in effect whether such Lender agrees to time, pursuant the requested extension. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.28 (it being understood that any Lender may accept or decline such a request in its sole discretion and with on such terms as such Lender may elect). Failure on the consent part of the Required Lenders, agree with one or more Revolving Lenders any Lender to extend by one year the termination date of the Revolving Commitments or any portion thereof (each respond to such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time a request by the Borrowers required date set forth above shall be deemed to all Revolving Lenders, in each case on be a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each denial of such Revolving request by such Lender. The Borrowers requested extension shall not request more than two Extensions; be granted unless Lenders holding Commitments aggregating at least 80% of the first Extension may be not be requested earlier than a date that is more than four years prior aggregate Commitments in effect at such time shall have consented in writing to such extension. If Lenders holding 100% of the Facility aggregate Commitments consent to such extension, the Termination Date and will be automatically extended for an additional 364 day period. If Lenders holding Commitments aggregating less than 100%, but equal to or greater than 80%, of the second Extension may be not be requested earlier than a date that is more than four years prior aggregate Commitments consent to the then Extended Termination Date. In connection with each Extensionsuch extension, the Borrowers will provide notification Company may elect by written notice to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility current Termination Date to (i) rescind the original request, in which case there shall be no extension of the requested new termination date Termination Date pursuant to this Section (it being understood that the Company may elect to exercise the Term Credit option in accordance with the terms and conditions of Section 2.3 hereof), (ii) continue the credit facilities provided for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date herein for Lender responses. In connection such additional period with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory respect to the Administrative Agent. Any Lender that does not respond to an Extension Offer by Commitments of the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure consent Lenders, with the Commitment of any Lender that rejects an Extension who has not consented to such extension (herein, a "Non-Consenting Lender") to be terminated on the current Termination Date currently in effect (at which time all Obligations of such Non-Consenting Lender shall be paid and satisfied in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuingCompany), or (iiiii) there require any such Non-Consenting Lender to transfer and assign its Commitment and its other interests, rights, and obligations under the Loan Documents to another bank or financial institution willing to provide such extended financing in accordance with Section 4.12 hereof. The Administrative Agent shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of provide prompt notice to the Company and its Subsidiaries taken the Lenders in writing as a wholeto whether the requested extension has been granted and, which could reasonably be expected to have a Material Adverse Effect. (b) The if applicable, the list of Non-Consenting Lenders. In the event the Administrative AgentAgent requests, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement Company and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary Lenders shall execute and deliver such agreements, confirmations or other documentation documents as the Administrative Agent may deem necessary or appropriate to reflect any such extension, and all costs and expenses incurred by the Administrative Agent in connection therewith shall reasonably request to accomplish be paid by the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contraryCompany.

Extensions of Commitments. (a) The Borrowers Borrower may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders2.25, agree with one or more Revolving Lenders holding Commitments to extend by one year the termination date date, and otherwise modify the terms of the Revolving such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments or any portion thereof) (each such modification, an “"Extension”") pursuant to one or more written offers (each, an “"Extension Offer”") made from time to time by the Borrowers Borrower to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “"Extended Termination Date”") and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an . (b) Each Extension shall be paid in full by subject to the Borrowers following: (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) there except as to interest rates, fees and termination date, the Commitment of any Lender extended pursuant to any Extension shall have occurred since the Effective Date same terms as the Commitments of the Lenders that did not agree to the Extension Offer; (iii) the final termination date of the Commitments to be extended pursuant to an Extension shall be later than the final termination date of the Commitments of the Lenders that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate amount of Commitments offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments shall be extended ratably up to such maximum amount based on the relative Commitments of the Lenders that accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a change in request for a Loan being deemed to be references to the business, Property, liabilities (actual and contingentExtension on the applicable date of such Extension), operations, condition (financial or otherwise), results and the Administrative Agent shall have received a certificate to that effect dated the applicable date of operations or prospects such Extension and executed by an Authorized Officer of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse EffectBorrower. (bc) If at the time any Extension of Commitments (as so extended, "Current Extension Commitments") becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the "Prior Extension Commitments"), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above). (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a "Minimum Extension Condition") that a minimum amount be agreed to by the Lenders subject to such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $100,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 11.2 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the consent provisions of this Section 2.25, including to any payment of interest or fees in respect of any Commitments or Revolving Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Revolving Loans of Lenders that did not extend their Commitments, in each case as is set forth in the Required Lenders, may relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “"Extension Amendments”") to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.282.25. 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 2.25 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 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 Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the Borrowers Borrower and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This 2.25. (f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.28 shall supersede any provision in Section 8.3 to the contrary2.25.

Extensions of Commitments. (a) The Borrowers So long as no Commitment Termination Date has occurred, the Borrower may from time to timerequest in writing, pursuant to before the provisions of this Section 2.28 and with the consent of the Required LendersCommitment Proposed Extension Date, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent Committed Lender (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory copy to the Administrative Agent. Any ), that each Committed Lender that does not respond extend its Commitment Termination Date up to an Extension Offer additional 728-day period as herein provided, which request may be granted or denied by each Committed Lender in its sole discretion. On or before the applicable due date last day of the Election Period, each Committed Lender shall notify the Borrower and the Administrative Agent of its willingness or refusal to so extend its Commitment Termination Date, provided that the failure of any Committed Lender to timely respond shall be deemed to have rejected such Extensionbe its refusal to so extend. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers If (i) as one or more Committed Lenders have agreed to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on extend the Facility Commitment Termination Date, Date and (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extensionat the end of the applicable Election Period, on the existing Extended no Commitment Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, the Commitment Termination Date then in effect for each such Committed Lender shall be extended to the date agreed upon by the Administrative Agent and each such Committed Lender or, if such day is not a Business Day, the next preceding Business Day (or (ii) there shall have occurred since any other date as agreed upon by the Effective Date a change in Borrower and each Committed Lender); provided, that if not all Committed Lenders agree to such extension, the businessBorrower may elect, Propertyby notice to the Administrative Agent and the Committed Lenders, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects delivered not later than five Business Days after the end of the Company and its Subsidiaries taken as a wholeElection Period, which could reasonably be expected not to have a Material Adverse Effectsuch extension become effective. (b) Within two Business Days following the end of an Election Period, the Administrative Agent shall notify each other Lender and the Borrower of the identity of any Dissenting Lender and the amount of its Commitment. The Borrower may (but shall not be required to) request one or more other Lenders or seek another financial institution reasonably acceptable to the Administrative Agent, Agent to acquire all or a portion of the Commitment of the Dissenting Lender and all amounts payable to it hereunder in accordance with Article Twelve. Each Dissenting Lender hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder to a replacement Xxxxxx identified by the Administrative Agent in accordance with the consent preceding sentence, subject to ratable payment of such Dissenting Lender’s Invested Percentage of the Required LendersLoans Outstanding, may enter into amendments together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder. (collectivelyc) Within five Business Days following the end of an Election Period, “Extension Amendments”) to this Agreement the extent not acquired pursuant to Section 2.04(b), each Lender that is not a Dissenting Lender shall acquire a pro rata portion of all of the Loans Outstanding owned by the Dissenting Lender. Each Dissenting Xxxxxx hereby agrees to assign such Loans Outstanding and the amounts payable to it hereunder to such Xxxxxx, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other Loan Documents as may be necessary in order amounts due to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28it hereunder. Without limiting Notwithstanding the foregoing, in connection with no event shall a Committed Lender be required on any Extensiondate to purchase a portion of the Loans Outstanding that would cause its Invested Percentage of the Loans Outstanding determined after giving effect to such purchase, to exceed its Commitment. (d) Prior to the Borrowers and any Subsidiary shall execute such agreementsoccurrence of a Termination Event, confirmations or other documentation as if a Partial Expiration Event has occurred, the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 give notice to the contraryBorrower and the Servicer to apply any Collections in accordance with Section 2.08(a)(vii), to the pro rata repayment of such amounts owing to any Non-Extending Lender as of the date of the related Partial Expiration Event, commencing no later than the first Payment Date which is at least two Business Days following the Commitment Termination Date for the Non-Extending Lender, specifying the amounts thereof.

Extensions of Commitments. (a) The Borrowers may from time to timeBEC may, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent, request that Revolving Commitments and/or L/C Commitments and/or Advances under any Facility be extended to a date beyond the then-existing Revolving Facility Maturity Date, Swingline Maturity Date or Term Facility Maturity Date, as applicable. Any Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Appropriate Lender. Such notice shall set forth the newly proposed Revolving Facility Maturity Date, Swingline Maturity Date and/or Term Facility Maturity Date and the date on which such extension is requested to become effective (which shall be not less than 15 Business Days nor more than 90 days after the date of such notice and which, in any event, must be on or prior to the then-existing Revolving Facility Maturity Date, Swingline Maturity Date and/or Term Facility Maturity Date, as applicable), and shall offer each such Appropriate Lender the opportunity to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility. Each such Appropriate Lender shall, by notice to the Borrowers and the Administrative Agent given not more than 15 days after the date of the Administrative Agent’s notice, either agree to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility (each such Lender so agreeing being an “Extending Lender”) or decline to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility (and any such Lender that does not respond to an Extension Offer by the applicable due date deliver such a notice within such period of 15 days shall be deemed to have rejected declined to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such ExtensionFacility) (each such Lender so declining or being deemed to have declined being a “Non-Extending Lender”). The Outstanding In the event that, on the 15th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this clause (a), the Extending Lenders shall have agreed pursuant to the preceding sentence to extend their Revolving Credit Exposure of Commitments and/or L/C Commitments and/or Advances under such Facility by an aggregate amount less than the amount requested by BEC to be extended, the Borrowers may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Extending Lender”), which may include any Lender, to provide Revolving Commitments and/or L/C Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Extending Lender that rejects an Extension shall be paid subject to the prior written approval of the Administrative Agent and any affected Issuing Bank to the extent that such Augmenting Extending Lender proposes to provide a revolving facility that includes letters of credit (which approval shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Extending Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or L/C Commitment and/or its status as a Lender hereunder. Any such extension may be made in full an amount that is less than the amount requested by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on be extended if the Facility Termination Date, (ii) as Borrowers are unable to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuingarrange for, or (ii) there chooses not to arrange for, Augmenting Extending Lenders but in no event shall have occurred since any such extension be made in an amount that exceeds the Effective Date a change in Revolving Commitments and/or L/C Commitments and/or Advances under the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effectrelevant Facility. (b) The Notwithstanding the foregoing and without prejudice to Section 11.05, no extension or replacement of the Revolving Commitments and/or L/C Commitments shall become effective under this Section 4.10 unless (i) on the date of such extension, the condition set forth in Section 5.02(b) and (c) shall be satisfied, (ii) to the extent reasonably requested by the Extending Lender, the Administrative AgentAgent shall have received legal opinions, resolutions and other closing certificates consistent with those delivered on the Closing Date under Section 5.01, (iii) the Borrowers shall have paid in full any fees and expenses in respect of any such extension that are then due and payable, (iv) such extension, by the terms of the extension request, is not effective until (A) the then-existing Revolving Facility Maturity Date, Swingline Maturity Date or Term Facility Maturity Date, as applicable, and (B) all amounts owing by a Loan Party to each Non-Extending Lender on the then-existing Revolving Facility Maturity Date, Swingline Maturity Date or Term Facility Maturity Date, as applicable, have been paid and all Commitments of each Non-Extending Lender have been cancelled or expired. (c) Each of the parties hereto hereby agrees that, notwithstanding anything to the contrary set forth in Section 11.05, this Agreement and the other Loan Documents may be amended pursuant to an amendment executed by the Loan Parties, the Administrative Agent and the Extending Lenders, without the consent of any Non-Extending Lender, to the Required Lenders, may enter into extent reasonably required to (i) reflect the existence and terms of the extended Revolving Commitments and/or L/C Commitments and/or Advances and (ii) effect such other amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extensionor appropriate, in each case on terms consistent with the reasonable opinion of the Administrative Agent and BEC, to effect the provisions of this Section 2.28. Without limiting 4.10, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such amendment; provided that, notwithstanding the foregoing, in no such amendment, by the terms thereof, shall be effective until (A) the then-existing Revolving Facility Maturity Date, Swingline Maturity Date or Term Facility Maturity Date, as applicable, and (B) all amounts owing by a Loan Party to each Non-Extending Lender on the then-existing Revolving Facility Maturity Date, Swingline Maturity Date or Term Facility Maturity Date, as applicable, have been paid and all Commitments of each Non-Extending Lender have been cancelled or expired. In connection with any Extensionsuch amendment, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as deliver an opinion of counsel reasonably acceptable to the Administrative Agent shall reasonably request (A) as to accomplish the purposes enforceability of this Section 2.28. This Section 2.28 shall supersede Agreement (as amended), and such of the other Loan Documents (if any) as may be amended thereby and (B) as to any provision in Section 8.3 to other customary matters reasonably requested by the contraryAdministrative Agent.

Extensions of Commitments. (a) The Borrowers may from time to timeBorrower may, pursuant to by sending an Extension Letter in substantially the provisions form of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification Exhibit E to the Administrative Agent (for distribution in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), no later not less than thirty 30 days and not more than 60 days prior to each anniversary of the Closing Date, request that the Lenders extend the Termination Date then in effect (30the “Current Termination Date”) so that it will occur one year after the Current Termination Date. Each Lender, acting in its sole discretion, shall advise in response to such extension request, by written notice to the Administrative Agent given not less than 15 days and not more than 30 days prior to the Facility Current Termination Date or the next occurring anniversary of the requested new termination Closing Date, as the case may be (such date for on which a Lender may give notice of its intention to extend the extended Revolving Commitments Current Termination Date being referred to herein as the “Final Election Date”), whether or not such Lender agrees to such extension (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide that so advises the Administrative Agent with that it will not extend the Current Termination Date being referred to herein as a written notice thereof in a form reasonably satisfactory to the Administrative Agent“Non-Extending Lender”). Any Lender that does not respond to an Extension Offer advise the Administrative Agent by the applicable due date Final Election Date shall be deemed to have rejected such Extensionbe a Non-Extending Lender. The Outstanding Revolving Credit Exposure election of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as agree to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers extension shall not make obligate any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected other Lender to have a Material Adverse Effectagree. (b) The Administrative Agent(i) In response to such extension request under Section 1.04(a), with the consent if Lenders holding Commitments that aggregate 50% or more of the Required LendersTotal Commitments of the Lenders on or prior to the Final Election Date have not agreed to extend the Termination Date, may enter into amendments (collectively, “Extension Amendments”) to this Agreement then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other Loan Documents as may amounts payable hereunder shall be necessary in order to establish new classes of Revolving Commitments due and Revolving Loans created pursuant to an Extension, in each case payable on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contraryCurrent Termination Date.

Extensions of Commitments. (a) The Borrowers may from time to timemay, pursuant by sending an Extension Letter in substantially the form of Exhibit E to the provisions of this Section 2.28 and with Administrative Agent (in which case the consent Administrative Agent shall promptly deliver a copy to each of the Required Lenders), not less than 30 days and not more than 60 days prior to each anniversary of the Closing Date, request that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur one year after the Current Termination Date. Each Lender, acting in its sole discretion, shall advise in response to such extension request, by written notice to the Administrative Agent given not less than 15 days and not more than 30 days prior to the Current Termination Date or the next occurring anniversary of the Closing Date, as the case may be (such date on which a Lender may give notice of its intention to extend the Current Termination Date being referred to herein as the “Final Election Date”), whether or not such Lender agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Current Termination Date being referred to herein as a “Non-Extending Lender”). Any Lender that does not advise the Administrative Agent by the Final Election Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree with one to such extension shall not obligate any other Lender to agree. (b) (i) In response to such extension request under Section 1.04(a), if Lenders holding Commitments that aggregate 50% or more Revolving of the Total Commitments of the Lenders on or prior to the Final Election Date have not agreed to extend by the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date. (ii) In response to such extension request under Section 1.04(a), if Lenders holding Commitments that aggregate more than 50% of the Total Commitments on or immediately prior to the Final Election Date have agreed to extend the Current Termination Date, the Administrative Agent shall notify each Borrower of such agreement in writing no later than five days after the Final Election Date, and effective on the Current Termination Date or the next occurring anniversary of the Closing Date, as the case may be (the “Extension Date”), the Termination Date applicable to the Lenders that have agreed to such extension (such Lenders being referred to herein as “Continuing Lenders”) shall be the day that is one year after the termination date Current Termination Date. In the event of such extension, the Commitments of each Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the Total Commitments of the Revolving Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitments up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed. (c) In the event that the conditions in Section 1.04(b)(ii) have been satisfied, the Borrowers shall have the right on or before the Extension Date, at their own expense, to require any portion thereof Non-Extending Lender to transfer and assign without recourse or representation (each such modificationexcept as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 11.02) all its interests, an “Extension”) pursuant rights and obligations under the Loan Documents to one or more written offers banks, financial institutions or other entities (which may include any Lender) (each, an “Extension OfferLender”); provided that (w) made from time such Extension Lender agrees that the Termination Date applicable to time by it shall be the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date day that is more than four years prior one year after the Current Termination Date, (x) such Extension Lender, if not already a Lender hereunder, shall be subject to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to approval of the Administrative Agent (for distribution which consent shall not be unreasonably withheld), (y) such assignment shall become effective as of the Extension Date and (z) such Extension Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the Lenders)date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Lender’s account or owed to it hereunder. Notwithstanding the foregoing, no later than thirty (30) days prior to extension of the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extensionbecome effective unless, on the Facility Termination Extension Date, the conditions set forth in Section 5.02 shall be satisfied (ii) as with all references in such paragraphs to Outstanding Revolving Credit Exposure for which there shall have been the making of a previous Extension, Loan being deemed to be references to the extension of the Commitments on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (iDate) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request have received certificates to accomplish that effect with respect to each Borrower dated the purposes Extension Date and executed by a responsible officer of such Borrower. (d) Notwithstanding anything to the contrary in the foregoing Sections 1.04 (a) through (c), the Termination Date shall not be extended unless the aggregate Commitments of the Continuing Lenders and any other Extension Lenders are greater than or equal to the Total Extensions of Credit as of the Extension Date. (e) There shall be no more than two extensions under this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary1.04.