Common use of Extensions of Revolving Commitments Clause in Contracts

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if the aggregate principal amount of Revolving Commitments, in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, offered to be extended by Borrower pursuant to such Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. (b) With respect to all Extensions consummated by Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that 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 Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender, the Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien 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 Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the 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 Administrative Agent). (d) In connection with any Extension, Borrower shall 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, without limitation, 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 to accomplish the purposes of this Section 2.19.

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis Pro Rata Basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may beFacility Commitments) and on the same terms to each such Lender, the Borrower is hereby permitted to Parties may consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date Maturity Date of each such Lender’s Revolving Facility Commitments and otherwise modify the terms of such Revolving Facility Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Revolving Commitments (and related outstandings)Facility Commitments) (each, an “Extension”, and each group of Revolving Commitments, in each case as Facility Commitments so extended, as well as the original Tranche A Revolving Facility Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any ). Any Extended Revolving Commitments shall constitute a separate tranche of Revolving Facility Commitments from the tranche of Revolving Commitments from which they were converted)Facility Commitments, so long as the following terms are satisfied: : (i) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders; (ii) except as to pricing (interest rates, fees rate and final fees) and maturity (which shall be determined by Borrower and set forth in the relevant Extension OfferOffer but shall be no earlier than the Maturity Date of the Revolving Facility Commitments), the Revolving Commitments Facility Commitment of any Revolving Lender that agrees to an extension Extension with respect to such Revolving Commitments Facility Commitment (an “Extending Revolving Lender”) extended pursuant to an any Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitments Facility Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Facility Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (borrowing and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis repayment (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and ), (2) repayments required upon the maturity date Maturity Date of the non-extending Revolving Facility Commitments and (3) repayment made in connection with a permanent repayment and termination of Revolving Facility Commitments) of Loans with respect to Extended Revolving Commitments after the applicable Extension Date shall be made on a pro rata basis with all other Revolving Facility Commitments, (B) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension Date shall be made on a pro rata basis with all other Revolving Facility Commitments, except that the Borrower Parties shall be permitted to permanently repay and terminate Revolving Facility Commitments prior to any Extended Revolving Commitments, (C) assignments and participations of Extended Revolving Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Facility Commitments and Revolving Loans and (CD) at no time shall there be Revolving Facility Commitments hereunder (including Extended Revolving Commitments, Other Revolving Commitments and any original Revolving Facility Commitments) which have more than three two different maturity dates; Maturity Dates; (iiiii) if the aggregate principal amount of Revolving Commitments, Facility Commitments (calculated on the face amount thereof) in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Facility Commitments offered to be extended by the Borrower Parties pursuant to such Extension Offer, then the Revolving Facility Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrowerthe Borrower and, to extent provided below, the Administrative Agent. (b) With respect to all Extensions consummated by the Borrower Parties pursuant to this Section 2.192.23, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 this Agreement and (ii) no each Extension Offer is required shall specify the minimum amount of Revolving Facility Commitments to be in any tendered, which shall be with respect to Revolving Commitments of a Class an integral multiple of $1.0 million and an aggregate principal amount that is not less than $50.0 million (or if less, the remaining outstanding principal amount thereof) (or such lesser minimum amount or any minimum increment; provided that Borrower may at its election specify as a condition reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered). The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 2.23 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the 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 clause (c) of this Section 2.23), and hereby waive the requirements of any provision of this Agreement (including, without limitation, including Sections 2.09 and 2.132.16) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.23 shall not apply to any of the transactions effected pursuant to this Section 2.23. (c) No The consent (such consent not to be unreasonably withheld, delayed or conditioned) of any Lender, the Issuing Bank or 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 (i) the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan DocumentsCommitments. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Facility Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case case, on terms consistent with this Section 2.192.23. Without limiting the foregoing, This Section 2.23 shall supersede any provisions in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior Section 9.08 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 Administrative Agent)contrary. (d) In connection with any Extension, Borrower shall 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, without limitation, 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 to accomplish the purposes of this Section 2.19.

Extensions of Revolving Commitments. (a) Notwithstanding anything EnergySolutions may on one or more occasions, by written notice to the contrary in this AgreementAdministrative Agent, pursuant to make one or more offers (each, an “Extension Offer”) made from time to time by Borrower to all (and not fewer than all) the Revolving Lenders holding Tranche A and/or Revolving Issuing Banks of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to EnergySolutions. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendments and (ii) the date on which such Extension Permitted Amendments are requested to become effective (which shall not be less than ten Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Revolving Loans and Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as Lenders and/or Revolving Issuing Banks of the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders Extension Request Class that accept the terms contained in (it being understood and agreed that any Revolving Lender or Revolving Issuing Bank that fails to respond to an Extension Offer shall be deemed to have rejected such Extension Offers to extend Offer) the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant applicable Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Commitments Lenders, the “Extending Revolving Lenders” and such Revolving Issuing Banks, the “Extending Revolving Issuing Banks”) and (and related outstandings)x) (each, an “Extension”, and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments case of any Extending Revolving Lender that agrees to an extension Lender, only with respect to such Revolving Lender’s Revolving Loans and Revolving Commitments of such Extension Request Class as to which such Revolving Lender’s acceptance has been made and (an “y) in the case of any Extending Revolving Lender”) extended Issuing Bank, only with respect to such Revolving Issuing Bank’s agreement to act as Revolving Issuing Bank. With respect to all Extension Permitted Amendments consummated by EnergySolutions pursuant to an Extension (an “Extended Revolving Commitment”)this Section 2.22, and the related outstandings, shall be Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (Sections 2.10 and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), 2.11 and (B) all borrowings under Tranche A any Extension Offer, unless contemplating a Revolving Maturity Date already in effect hereunder pursuant to a previously consummated Extension Permitted Amendment, is required to be in a minimum amount of $10,000,000, provided that EnergySolutions may at its election specify as a condition to consummating any such Extension Permitted Amendment that a minimum amount (to be determined and specified in the relevant Extension Offer in EnergySolutions’ sole discretion and which may be waived by EnergySolutions) of Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall Loans of any or all applicable Classes be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if extended. If the aggregate principal amount of Revolving Commitments, Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Commitments offered to be extended by Borrower EnergySolutions pursuant to such Extension Offer, then the Revolving Commitments (and related Revolving Loans) of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. (b) With respect to all Extensions consummated by Borrower An Extension Permitted Amendment shall be effected pursuant to this Section 2.19an Extension Agreement executed and delivered by the Parent, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 EnergySolutions, each applicable Extending Revolving Lender and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that 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 Borrower’s sole discretion and may be waived by Borrower) of Extending Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless no Event of Default shall have occurred and be continuing on the date of effectiveness thereof. The Administrative Agent shall promptly notify each Revolving Lender and Revolving Issuing Bank as to the transactions contemplated by this Section 2.19 (including, for the avoidance effectiveness of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant each Extension Offer) and hereby waive the requirements of any provision of this Agreement. Each Extension Agreement (includingmay, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No the consent of any Lender, the Revolving Lender or any Revolving Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing applicable Extending Revolving Lenders and Extending Revolving Issuing Banks, effect such amendments to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by as may be necessary or appropriate, in the Collateral on reasonable opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Revolving Loans and/or Revolving Commitments of the Extending Revolving Lenders or the agreement to act as Revolving Issuing Bank of such Extending Revolving Issuing Banks as a pari passu or junior lien basis with all other applicable Obligations under this Agreement new Class of revolving loans and/or revolving commitments hereunder (and the other Loan Documents. The Revolving Lenders or Revolving Issuing Banks hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement any such amendments); provided that (i) all Borrowings, all prepayments of Revolving Loans and the other Loan Documents with Borrower as may be necessary in order to establish new tranches or sub-tranches in respect all reductions of Revolving Commitments so shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments (i.e., both extended and such technical amendments as may be necessary or appropriate in non-extended), until the reasonable opinion repayment of the Administrative Agent Revolving Loans attributable to the non-extended Revolving Commitments (and Borrower in connection the termination of the non-extended Revolving Commitments) on the relevant Revolving Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Revolving Letter of Credit as between the establishment Revolving Commitments of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (“Class” and the Administrative Agent is hereby directed remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Revolving Maturity Date relating to amendsuch non-extended Revolving Commitments has occurred (it being understood, however, that no reallocation of such exposure to extended Revolving Commitments shall occur on such Revolving Maturity Date if (1) any Mortgage Event of Default under clause (b), (f) or (g) of Section 8.1 exists at the time of such reallocation or (2) such reallocation would cause the revolving credit exposure of any Revolving Lender with a Revolving Commitment to exceeds its Revolving Commitment), (iii) the Revolving Availability Period and the Revolving Maturity Period, as such terms are used in reference to Revolving Letters of Credit, shall not be extended pursuant to any such Extension Agreement with respect to any Revolving Issuing Bank that has a maturity date prior to rejected the then latest maturity date so that such maturity date is extended to the then latest maturity date applicable Extension Offer, and (or such later date as may iv) at no time shall there be advised by local counsel to the Administrative Agent). (d) In connection with any Extensionmore than three Classes of Revolving Commitments hereunder, Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be unless otherwise agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management . If the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment as a result of the credit facilities hereunder after occurrence of the Revolving Maturity Date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, EnergySolutions shall make such Extension), if any, payments and provide such cash collateral as may be established by, or acceptable to, the required by Section (a) to eliminate such excess on such Revolving Maturity Date. The Administrative Agent, the Lenders and the Revolving Issuing Banks hereby acknowledge that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in each case acting reasonably this Agreement are not intended to accomplish apply to the purposes of transactions effected pursuant to this Section 2.192.22. (c) Any such extension may be made in an amount that is less than the amount requested by EnergySolutions to be extended if EnergySolutions is unable to arrange for, or chooses not to arrange for, Revolving Commitments in an amount equal to the Revolving Commitments then in effect but in no event shall any such extension be made in an amount that exceeds the Aggregate Revolving Commitments hereunder (as may be increased, from time to time, pursuant to Section 2.18). If EnergySolutions is unable to arrange for, or chooses not to arrange for, Extending Revolving Issuing Banks willing to extend for the full amount of the Revolving L/C Specified Amount then in effect, the Revolving L/C Specified Amount may be reduced by EnergySolutions in accordance with Section 2.19(b).”. (e) Section 6.1 of the Credit Agreement is hereby amended by deleting the following parenthetical in its entirety: “(or, so long as Parent shall be subject to periodic reporting obligations under the Exchange Act, by the date five days after the date that the Quarterly Report on Form 10-Q of Parent for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form)”. (f) Section 6.2 of the Credit Agreement is hereby amended by deleting the following parenthetical in its entirety: “(or, so long as Parent shall be subject to periodic reporting obligations under the Exchange Act, by the date five days after the date that the Annual Report on Form 10-K of Parent for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form)”. (g) Section 7.1 of the Credit Agreement is hereby amended by inserting a new paragraph immediately after clause (u) thereof as follows: “Notwithstanding the foregoing, from and after the date that is 150 days after the Second Amendment Effective Date, Parent and EnergySolutions shall not permit the sum of (a) the aggregate outstanding principal amount of Term Loans under this Credit Agreement plus (b) the outstanding principal amount of the Senior Notes to exceed an amount equal to $675,000,000.”. (h) Section 7.7(c) of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (vi) thereof, (ii) inserting “and” at the end of clause (vii) thereof and (iii) inserting a new clause (viii) immediately after clause (vii) thereof as follows:

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Lead Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may beCommitments) and on the same terms to each such Lender, Borrower is hereby permitted to the Loan Parties may consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date Maturity Date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Revolving Commitments (and related outstandings)Commitments) (each, an “Extension”, and each group of Revolving Commitments, in each case as Commitments so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any ). Any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders; (ii) except as to pricing (interest rates, fees rate and final fees) and maturity (which shall be determined by Borrower and set forth in the relevant Extension OfferOffer but shall be no earlier than the Maturity Date of the Revolving Commitments), the Revolving Commitments Commitment of any Revolving Lender that agrees to an extension Extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) amounts extended pursuant to an any Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitments Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (borrowing and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis repayment (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and ), (2) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of any portion of the Revolving Commitments) of Loans with respect to Extended Revolving Commitments after the applicable date of such Extension shall be made on a pro rata basis with all other Revolving Commitments, (B) the permanent repayment of Committed Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable date of such Extension shall be made on a pro rata basis with all other Revolving Commitments, except that the Loan Parties shall be permitted to permanently repay and terminate Revolving Commitments prior to any Extended Revolving Commitments, (C) assignments and participations of Extended Revolving Commitments and extended Committed Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Committed Revolving Loans, and (CD) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three two different maturity dates; Maturity Dates; (iiiii) if the aggregate principal amount of Revolving Commitments, Commitments be (calculated on the face amount thereof) in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Commitments offered to be extended by Borrower the Loan Parties pursuant to such Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and and (iv) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by Borrowerthe Loan Parties and, to extent provided below, the Agent. (b) With respect to all Extensions consummated by Borrower the Loan Parties pursuant to this Section 2.192.162.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 this Agreement and (ii) no each Extension Offer is required shall specify the minimum amount of Revolving Commitments to be in any tendered, which shall be with respect to Revolving Commitments of a class an integral multiple of $5,000,000 and an aggregate principal amount that is not less than $10,000,000 (or if less, the remaining outstanding principal amount thereof) (or such lesser minimum amount or any minimum increment; provided that Borrower may at its election specify as a condition reasonably approved by the Agent) (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered). The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 2.162.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive shall not require the requirements consent of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) Lender or any other Loan Document that may otherwise prohibit any such Extension or any person (other transaction contemplated by than as set forth in clause (c) of this Section 2.192.162.16). (c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Agent shall be required to effectuate any Extension. No consent of any Lender, the Issuing Bank Lender or the Administrative Agent any other person shall be required to effectuate any Extension, other than (i) the consent of the Loan Parties and each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan DocumentsCommitments. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with Borrower the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower the Loan Parties in connection with the establishment of such new tranches or sub-tranches, in each case case, on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the 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 Administrative Agent)2.162.16. (d) In connection with any Extension, Borrower shall 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, without limitation, 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 to accomplish the purposes of this Section 2.19.

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Representative to all Lenders holding Tranche with Facility A Revolving Commitments with a like maturity date or Tranche Facility B Revolving Commitments, as applicable, Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Facility A Commitments or Facility B Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower Representative is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments applicable Commitment and otherwise modify the terms of such Revolving Commitments Commitment pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Commitments Commitment (and related outstandings)) (each, an “Extension”, and each group of Revolving Facility A Commitments and Facility B Commitments, as applicable, in each case as so extended, as well as the original Tranche Facility A Revolving Commitments and Tranche original Facility B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Facility A Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Facility A Commitments from which they were converted and any Extended Facility B Commitments shall constitute a separate tranche of Commitments from the tranche of Facility B Commitments from which they were converted)), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower Representative and set forth in the relevant Extension Offer), the Revolving Commitments Commitment of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) Commitment extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be Revolving Commitments a Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (Ax) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l2.05(d) and Section 2.06(m) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l2.05(d) and Section 2.06(m), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (B) and all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, thereunder shall be made on a pro rata basis (except for (1A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2B) repayments required upon the maturity date of the non-extending Revolving Commitments) and (Cy) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; , (iiiii) if the aggregate principal amount of Revolving Commitments, Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Commitments offered to be extended by the Borrower Representative pursuant to such Extension Offer, then the Revolving Commitments Loans of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; , (iiiiv) all documentation in respect of such Extension shall be consistent with the foregoing; and foregoing and (ivv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrowerthe Borrower Representative. For the avoidance of doubt, no Lender shall be obligated to accept the terms contained in any Extension Offer and any Lender failing to respond to an Extension Offer within the time period required by such Extension Offer shall be deemed to have declined such Extension Offer. (b) With respect to all Extensions consummated by the Borrower Representative pursuant to this Section 2.19Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (x) the Borrower Representative 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 Borrowerthe Borrower Representative’s sole discretion and may be waived by Borrowerthe Borrower Representative) of Revolving Facility A Commitments or Facility B Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 Section 2.11 and 2.13Section 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19Section. (c) No consent of any Lender, the Issuing Bank Lender or the Administrative Agent or any other Agent shall be required to effectuate any Extension, other than (iA) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (iiB) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the other Agents to enter into amendments to this Agreement and the other Loan Documents with the Borrower Representative and/or any of the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent or such other Agent and the Borrower Representative and such other Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19Section. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent and each other applicable 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 Administrative Agent). (d) In connection with any Extension, the Borrower Representative shall provide the Administrative Agent at least five 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, 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 to accomplish the purposes of this Section 2.19Section.

Extensions of Revolving Commitments. The Borrower may at any time and from time to time request (awhich such request shall be offered equally to all Lenders with Revolving Commitments expiring on the same Maturity Date) Notwithstanding anything to that all or a portion of the contrary in this Agreement, pursuant to one or more offers Revolving Commitments existing at the time of such request (each, an “Extension OfferExisting Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Tranche”) made from time to time by Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers be modified to extend the maturity date Maturity Date of each such Lender’s the Existing Revolving Commitments and otherwise modify the terms of related Existing Revolving Loans thereunder (any such Existing Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving Commitments, in each case as which have been so extended, as well as the original Tranche A “Extended Revolving Commitments Commitments” and Tranche B any related Existing Revolving Commitments (in each case not so extended)Loans, being a “trancheExtended Revolving Loans”; any each Extended Revolving Commitments shall constitute a separate tranche of Commitment and related Extended Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long Loans together being referred to as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving CommitmentTranche”), and the related outstandings, shall be Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if the aggregate principal amount of Revolving Commitments, in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, offered to be extended by Borrower pursuant to such Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. (b) With respect to all Extensions consummated by Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments provide for purposes of Section 2.09 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that 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 Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender, the Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien 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 Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.192.16. Without limiting Prior to entering into any Extension Amendment, the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the 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 Administrative Agent). (d) In connection with any Extension, Borrower shall provide a notice to the Administrative Agent at least five Business Days’ (or who shall provide a copy of such shorter period as notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be agreed extended beyond the Maturity Date of the Specified Existing Revolving Tranche, (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums with respect to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the Administrative Agentpreceding clause (A) prior written notice thereof, and (y) the undrawn commitment fee rate with respect to the Extended Revolving Commitments may be different from those for the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and have any of its Revolving Loans or Revolving Commitments extended pursuant 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 to accomplish the purposes of this Section 2.19any Extension Request.

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(d), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Representative to all Lenders holding Tranche with Facility A Revolving Commitments with a like maturity date or Tranche Facility B Revolving Commitments, as applicable, Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Facility A Commitments or Facility B Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower Representative is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments applicable Commitment and otherwise modify the terms of such Revolving Commitments Commitment pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Commitments Commitment (and related outstandings)) (each, an “Extension”, and each group of Revolving Facility A Commitments and Facility B Commitments, as applicable, in each case as so extended, as well as the original Tranche Facility A Revolving Commitments and Tranche original Facility B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Facility A Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Facility A Commitments from which they were converted and any Extended Facility B Commitments shall constitute a separate tranche of Commitments from the tranche of Facility B Commitments from which they were converted)), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower Representative and set forth in the relevant Extension Offer), the Revolving Commitments Commitment of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) Commitment extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be Revolving Commitments a Commitment (or related outstandings, as the case may be) (A) with the same terms as the original Revolving Commitments (and related outstandings), (B) with different terms that apply only after the original Commitments being extended expire or (C) with such other terms as shall be reasonably satisfactory to the Administrative Agent; provided that (Ax) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l2.05(e) and Section 2.06(m) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l2.05(e) and Section 2.06(m), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (B) and all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, thereunder shall be made on a pro rata basis (except for (1A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2B) repayments required upon the maturity date of the non-extending Revolving Commitments) and (Cy) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; , (iiiii) if the aggregate principal amount of Revolving Commitments, Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Commitments offered to be extended by the Borrower Representative pursuant to such Extension Offer, then the Revolving Commitments Loans of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; , (iiiiv) all documentation in respect of such Extension shall be consistent with the foregoing; and foregoing and (ivv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrowerthe Borrower Representative. For the avoidance of doubt, no Lender shall be obligated to accept the terms contained in any Extension Offer and any Lender failing to respond to an Extension Offer within the time period required by such Extension Offer shall be deemed to have declined such Extension Offer. (b) With respect to all Extensions consummated by the Borrower Representative pursuant to this Section 2.19Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (x) the Borrower Representative 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 Borrowerthe Borrower Representative’s sole discretion and may be waived by Borrowerthe Borrower Representative) of Revolving Facility A Commitments or Facility B Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 Section 2.11 and 2.13Section 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19Section. (c) No consent of any Lender, the Issuing Bank Lender or the Administrative Agent or any other Agent shall be required to effectuate any Extension, other than (iA) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (iiB) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the other Agents to enter into amendments to this Agreement and the other Loan Documents with the Borrower Representative and/or any of the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent or such other Agent and the Borrower Representative and such other Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19Section. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent and each other applicable 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 Administrative Agent). (d) In connection with any Extension, the Borrower Representative shall 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, without limitation, 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 to accomplish the purposes of this Section 2.19Section.

Extensions of Revolving Commitments. (a) Notwithstanding anything EnergySolutions may on one or more occasions, by written notice to the contrary in this AgreementAdministrative Agent, pursuant to make one or more offers (each, an “Extension Offer”) made from time to time by Borrower to all (and not fewer than all) the Revolving Lenders holding Tranche A and/or Revolving Issuing Banks of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to EnergySolutions. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendments and (ii) the date on which such Extension Permitted Amendments are requested to become effective (which shall not be less than ten Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Revolving Loans and Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as Lenders and/or Revolving Issuing Banks of the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders Extension Request Class that accept the terms contained in (it being understood and agreed that any Revolving Lender or Revolving Issuing Bank that fails to respond to an Extension Offer shall be deemed to have rejected such Extension Offers to extend Offer) the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant applicable Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Commitments Lenders, the “Extending Revolving Lenders” and such Revolving Issuing Banks, the “Extending Revolving Issuing Banks”) and (and related outstandings)x) (each, an “Extension”, and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments case of any Extending Revolving Lender that agrees to an extension Lender, only with respect to such Revolving Lender’s Revolving Loans and Revolving Commitments of such Extension Request Class as to which such Revolving Lender’s acceptance has been made and (an “y) in the case of any Extending Revolving Lender”) extended Issuing Bank, only with respect to such Revolving Issuing Bank’s agreement to act as Revolving Issuing Bank. With respect to all Extension Permitted Amendments consummated by EnergySolutions pursuant to an Extension (an “Extended Revolving Commitment”)this Section 2.22, and the related outstandings, shall be Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (Sections 2.10 and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), 2.11 and (B) all borrowings under Tranche A any Extension Offer, unless contemplating a Revolving Maturity Date already in effect hereunder pursuant to a previously consummated Extension Permitted Amendment, is required to be in a minimum amount of $10,000,000, provided that EnergySolutions may at its election specify as a condition to consummating any such Extension Permitted Amendment that a minimum amount (to be determined and specified in the relevant Extension Offer in EnergySolutions’ sole discretion and which may be waived by EnergySolutions) of Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall Loans of any or all applicable Classes be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if extended. If the aggregate principal amount of Revolving Commitments, Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Commitments offered to be extended by Borrower EnergySolutions pursuant to such Extension Offer, then the Revolving Commitments (and related Revolving Loans) of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. (b) With respect to all Extensions consummated by Borrower An Extension Permitted Amendment shall be effected pursuant to this Section 2.19an Extension Agreement executed and delivered by the Parent, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 EnergySolutions, each applicable Extending Revolving Lender and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that 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 Borrower’s sole discretion and may be waived by Borrower) of Extending Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless no Event of Default shall have occurred and be continuing on the date of effectiveness thereof. The Administrative Agent shall promptly notify each Revolving Lender and Revolving Issuing Bank as to the transactions contemplated by this Section 2.19 (including, for the avoidance effectiveness of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant each Extension Offer) and hereby waive the requirements of any provision of this Agreement. Each Extension Agreement (includingmay, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No the consent of any Lender, the Revolving Lender or any Revolving Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing applicable Extending Revolving Lenders and Extending Revolving Issuing Banks, effect such amendments to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by as may be necessary or appropriate, in the Collateral on reasonable opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Revolving Loans and/or Revolving Commitments of the Extending Revolving Lenders or the agreement to act as Revolving Issuing Bank of such Extending Revolving Issuing Banks as a pari passu or junior lien basis with all other applicable Obligations under this Agreement new Class of revolving loans and/or revolving commitments hereunder (and the other Loan Documents. The Revolving Lenders or Revolving Issuing Banks hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement any such amendments); provided that (i) all Borrowings, all prepayments of Revolving Loans and the other Loan Documents with Borrower as may be necessary in order to establish new tranches or sub-tranches in respect all reductions of Revolving Commitments so shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments (i.e., both extended and such technical amendments as may be necessary or appropriate in non-extended), until the reasonable opinion repayment of the Administrative Agent Revolving Loans attributable to the non-extended Revolving Commitments (and Borrower in connection the termination of the non-extended Revolving Commitments) on the relevant Revolving Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Revolving Letter of Credit as between the establishment Revolving Commitments of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (“Class” and the Administrative Agent is hereby directed remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Revolving Maturity Date relating to amendsuch non-extended Revolving Commitments has occurred (it being understood, however, that no reallocation of such exposure to extended Revolving Commitments shall occur on such Revolving Maturity Date if (1) any Mortgage Event of Default under clause (b), (f) or (g) of Section 8.1 exists at the time of such reallocation or (2) such reallocation would cause the revolving credit exposure of any Revolving Lender with a Revolving Commitment to exceeds its Revolving Commitment), (iii) the Revolving Availability Period and the Revolving Maturity Period, as such terms are used in reference to Revolving Letters of Credit, shall not be extended pursuant to any such Extension Agreement with respect to any Revolving Issuing Bank that has a maturity date prior to rejected the then latest maturity date so that such maturity date is extended to the then latest maturity date applicable Extension Offer, and (or such later date as may iv) at no time shall there be advised by local counsel to the Administrative Agent). (d) In connection with any Extensionmore than three Classes of Revolving Commitments hereunder, Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be unless otherwise agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management . If the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment as a result of the credit facilities hereunder after occurrence of the Revolving Maturity Date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, EnergySolutions shall make such Extension), if any, payments and provide such cash collateral as may be established by, or acceptable to, the required by Section 2.11(a) to eliminate such excess on such Revolving Maturity Date. The Administrative Agent, the Lenders and the Revolving Issuing Banks hereby acknowledge that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in each case acting reasonably this Agreement are not intended to accomplish apply to the purposes of transactions effected pursuant to this Section 2.192.22. (c) Any such extension may be made in an amount that is less than the amount requested by EnergySolutions to be extended if EnergySolutions is unable to arrange for, or chooses not to arrange for, Revolving Commitments in an amount equal to the Revolving Commitments then in effect but in no event shall any such extension be made in an amount that exceeds the Aggregate Revolving Commitments hereunder (as may be increased, from time to time, pursuant to Section 2.18). If EnergySolutions is unable to arrange for, or chooses not to arrange for, Extending Revolving Issuing Banks willing to extend for the full amount of the Revolving L/C Specified Amount then in effect, the Revolving L/C Specified Amount may be reduced by EnergySolutions in accordance with Section 2.19(b).”. (e) Section 6.1 of the Credit Agreement is hereby amended by deleting the following parenthetical in its entirety: “(or, so long as Parent shall be subject to periodic reporting obligations under the Exchange Act, by the date five days after the date that the Quarterly Report on Form 10-Q of Parent for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form)”. (f) Section 6.2 of the Credit Agreement is hereby amended by deleting the following parenthetical in its entirety: “(or, so long as Parent shall be subject to periodic reporting obligations under the Exchange Act, by the date five days after the date that the Annual Report on Form 10-K of Parent for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form)”. (g) Section 7.1 of the Credit Agreement is hereby amended by inserting a new paragraph immediately after clause (u) thereof as follows: “Notwithstanding the foregoing, from and after the date that is 150 days after the Second Amendment Effective Date, Parent and EnergySolutions shall not permit the sum of (a) the aggregate outstanding principal amount of Term Loans under this Credit Agreement plus (b) the outstanding principal amount of the Senior Notes to exceed an amount equal to $675,000,000.”. (h) Section 7.7(c) of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (vi) thereof, (ii) inserting “and” at the end of clause (vii) thereof and (iii) inserting a new clause (viii) immediately after clause (vii) thereof as follows:

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by The Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if the aggregate principal amount of Revolving Commitments, in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitmentsright, offered exercisable two times, to be extended by Borrower pursuant to such Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. (b) With respect to all Extensions consummated by Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided request that 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 Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender, the Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien 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 Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower in connection with the establishment Revolving Lenders agree to extend the Revolving Loan Termination Date by one six-month period for each such exercise of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19extension right. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (The Borrower may exercise such right only by executing and the Administrative Agent is hereby directed delivering 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 Administrative Agent). (d) In connection with any Extension, Borrower shall provide the Administrative Agent at least five Business Days’ 30 days but not more than 120 days prior to the current Revolving Loan Termination Date, a written request for such extension (or such shorter period as may an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Loan Termination Date shall be agreed extended for six months effective upon receipt by the Administrative AgentAgent of each Extension Request and payment of the fee referred to in the following clause (b): (a) immediately prior written notice thereof, and shall agree to such procedures extension and immediately after giving effect thereto, (includingi) no Default or Event of Default shall be in existence; (ii) no Material Adverse Change shall have occurred and (iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, without limitationtrue and correct in all respects as of such date, regarding timingexcept to the extent any such representation or warranty is stated to relate solely to an earlier date, rounding in which case such representation or warranty shall have been true and other adjustments correct in all respects on and as of such earlier date and (B) with respect to ensure reasonable administrative management any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (b) the Borrower shall have paid the fees payable under Section 2.5(c) and (c) the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the credit facilities hereunder after such ExtensionBorrower certifying the matters referred to in the preceding clause (a), if any, as may be established by, or acceptable to. Once the foregoing conditions have been satisfied, the Administrative Agent, in each case acting reasonably to accomplish Agent shall promptly notify the purposes Borrower and the Revolving Lenders of this Section 2.19the new Revolving Loan Termination Date.

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Borrower the Borrowers to all Lenders holding Tranche A with Revolving Commitments or Tranche B Revolving Commitmentsof the same Class, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as of the case may beapplicable Class) and on the same terms to each such Lender, Borrower is the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments of the applicable Class and otherwise modify the terms of such Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, ” and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments (as defined below) shall constitute a separate tranche Class of Revolving Commitments from the tranche Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by Borrower the Borrowers and set forth in the relevant Extension Offer), the Revolving Commitments Commitment of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments Commitment (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitments Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (Cy) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; , (iiiii) if the aggregate principal amount of the Class of Revolving Commitments, Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Commitments of such Class offered to be extended by Borrower the Borrowers pursuant to such Extension Offer, then the Revolving Commitments Loans of such Revolving Lenders shall be extended ratably rateably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; , (iiivi) all documentation in respect of such Extension shall be consistent with the foregoing; and foregoing and (ivvii) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrowerthe Borrowers. (b) With respect to all Extensions consummated by Borrower the Borrowers pursuant to this Section 2.192.13, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 4.3 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 Revolving Commitments of any or all applicable tranches Classes be tendered. The Administrative Agent, the Issuing Bank Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.19 2.13 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.13. (c) No consent of any Lender, the Issuing Bank Lender or the Administrative Agent shall be required to effectuate any Extension, other than (iA) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (iiB) with respect to any Extension of any Class of Revolving Commitments, the consent of any Letter of Credit Issuer and Swingline Lenders shall be required if such Person is acting as a Letter of Credit Issuer or Swingline Lender under the Issuing Bank, which consent shall not be unreasonably withheld or delayedExtended Revolving Commitments. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Credit Documents that are secured by the Collateral on a pari passu or junior lien basis with all other applicable Obligations of the applicable Borrowers 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 Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the 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 Administrative Agent). (d) In connection with any Extension, Borrower shall 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, without limitation, 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 to accomplish the purposes of this Section 2.19.and

Extensions of Revolving Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request (which such request shall be offered equally to all Lenders with Revolving Commitments expiring on the contrary in this Agreement, pursuant to one same Maturity Date) that all or more offers a portion of the Revolving Commitments existing at the time of such request (each, an “Extension OfferExisting Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Tranche”) made from time to time by Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers be modified to extend the maturity date Maturity Date of each such Lender’s the Existing Revolving Commitments and otherwise modify the terms of related Existing Revolving Loans thereunder (any such Existing Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving Commitments, in each case as which have been so extended, as well as the original Tranche A “Extended Revolving Commitments Commitments” and Tranche B any related Existing Revolving Commitments (in each case not so extended)Loans, being a “trancheExtended Revolving Loans”; any each Extended Revolving Commitments shall constitute a separate tranche of Commitment and related Extended Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long Loans together being referred to as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving CommitmentTranche”)) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, and the related outstandingsBorrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond the Maturity Date of the Specified Existing Revolving Tranche, (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums with respect to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments (in addition to or related outstandings, as in lieu of any of the case may be) with items contemplated by the same terms as the original Revolving Commitments (and related outstandings); provided that preceding clause (A) if and (y) the original Revolving Commitments are Tranche A Revolving Commitments, subject undrawn commitment fee rate with respect to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters may be different from those for the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A its Revolving Loans or Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if the aggregate principal amount of Revolving Commitments, in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, offered to be extended by Borrower pursuant to such any Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by BorrowerRequest. (b) With respect to all Extensions consummated by Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that 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 Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender, the Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien 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 Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the 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 Administrative Agent). (d) In connection with any Extension, Borrower shall provide the Administrative applicable Extension Request to the Agent at least five (5) Business Days’ Days (or such shorter period as the Agent may be agreed by the Administrative Agentdetermine in its reasonable discretion) prior written notice thereofto the date on which the applicable Revolving Lenders are requested to respond, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension)procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes purpose of this Section 2.192.

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by The Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if the aggregate principal amount of Revolving Commitments, in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitmentsright, offered exercisable two times, to be extended by Borrower pursuant to such Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. (b) With respect to all Extensions consummated by Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided request that 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 Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender, the Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien 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 Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Revolving Lenders agree to extend the Revolving Loan Termination Date by one six-month period. The Borrower in connection with the establishment of may exercise such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (right only by executing and the Administrative Agent is hereby directed delivering 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 Administrative Agent). (d) In connection with any Extension, Borrower shall provide the Administrative Agent at least five Business Days’ 30 days but not more than 120 days prior to the current Revolving Loan Termination Date, a written request for such extension (or such shorter period as may an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Loan Termination Date shall be agreed extended for six months effective upon receipt by the Administrative AgentAgent of the Extension Request and payment of the fee referred to in the following clause (b): (a) immediately prior written notice thereof, and shall agree to such procedures extension and immediately after giving effect thereto, (includingi) no Default or Event of Default shall be in existence; (ii) no Material Adverse Change shall have occurred and (iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, without limitationtrue and correct in all respects as of such date, regarding timingexcept to the extent any such representation or warranty is stated to relate solely to an earlier date, rounding in which case such representation or warranty shall have been true and other adjustments correct in all respects on and as of such earlier date and (B) with respect to ensure reasonable administrative management any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (b) the Borrower shall have paid the fees payable under Section 2.5(c) and (c) the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the credit facilities hereunder after such ExtensionBorrower certifying the matters referred to in the preceding clause (a), if any, as may be established by, or acceptable to. Once the foregoing conditions have been satisfied, the Administrative Agent, in each case acting reasonably to accomplish Agent shall promptly notify the purposes Borrower and the Revolving Lenders of this Section 2.19the new Revolving Loan Termination Date.

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), extended being a “tranche”); any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if the aggregate principal amount of Revolving Commitments, in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, offered to be extended by Borrower pursuant to such Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. (b) With respect to all Extensions consummated by Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that 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 Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender, the Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien 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 Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the 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 Administrative Agent). (d) In connection with any Extension, Borrower shall 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, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities facility hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19.

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Borrower the Borrowers to all Lenders holding Tranche A with Revolving Commitments or Tranche B Revolving Commitmentsof the same Class, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as of the case may beapplicable Class) and on the same terms to each such Lender, Borrower is the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments of the applicable Class and otherwise modify the terms of such Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, ” and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments (as defined below) shall constitute a separate tranche Class of Revolving Commitments from the tranche Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by Borrower the Borrowers and set forth in the relevant Extension Offer), the Revolving Commitments Commitment of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments Commitment (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitments Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (Cy) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; , (iiiii) if the aggregate principal amount of the Class of Revolving Commitments, Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Commitments of such Class offered to be extended by Borrower the Borrowers pursuant to such Extension Offer, then the Revolving Commitments Loans of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; , (iiivi) all documentation in respect of such Extension shall be consistent with the foregoing; and foregoing and (ivvii) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrowerthe Borrowers. (b) With respect to all Extensions consummated by Borrower the Borrowers pursuant to this Section 2.192.13, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 4.3 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 Revolving Commitments of any or all applicable tranches Classes be tendered. The Administrative Agent, the Issuing Bank Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.19 2.13 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.13. (c) No consent of any Lender, the Issuing Bank Lender or the Administrative Agent shall be required to effectuate any Extension, other than (iA) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (iiB) with respect to any Extension of any Class of Revolving Commitments, the consent of any Letter of Credit Issuer and Swingline Lenders shall be required if such Person is acting as a Letter of Credit Issuer or Swingline Lender under the Issuing Bank, which consent shall not be unreasonably withheld or delayedExtended Revolving Commitments. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Credit Documents that are secured by the Collateral on a pari passu or junior lien basis with all other applicable Obligations of the applicable Borrowers under this Agreement and the other Loan Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Credit Documents with Borrower the Borrowers as may be necessary in order to establish new tranches or sub-tranches Classes in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower the Borrowers in connection with the establishment of such new tranches or sub-tranchesClasses, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the 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 Administrative Agent)2.13. (d) In connection with any Extension, Borrower the Borrowers shall provide the Administrative Agent at least five 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 (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such ExtensionExtension and anything required in relation to the Collateral Documents), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.192.13. (e) Notwithstanding the above, if an Extension Offer is made and any Lender agrees to become an Extending Revolving Lender, the Administrative Agent and/or the Collateral Agent may choose not to continue in such roles for the Extending Revolving Lender(s) and resign their roles in accordance with Sections 11.11 and 11.30

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Lead Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may beCommitments) and on the same terms to each such Lender, Borrower is hereby permitted to the Loan Parties may consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date Maturity Date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Revolving Commitments (and related outstandings)Commitments) (each, an “Extension”, and each group of Revolving Commitments, in each case as Commitments so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any ). Any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders; (ii) except as to pricing (interest rates, fees rate and final fees) and maturity (which shall be determined by Borrower and set forth in the relevant Extension OfferOffer but shall be no earlier than the Maturity Date of the Revolving Commitments), the Revolving Commitments Commitment of any Revolving Lender that agrees to an extension Extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) amounts extended pursuant to an any Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitments Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (borrowing and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis repayment (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and ), (2) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of any portion of the Revolving Commitments) of Loans with respect to Extended Revolving Commitments after the applicable date of such Extension shall be made on a pro rata basis with all other Revolving Commitments, (B) the permanent repayment of Committed Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable date of such Extension shall be made on a pro rata basis with all other Revolving Commitments, except that the Loan Parties shall be permitted to permanently repay and terminate Revolving Commitments prior to any Extended Revolving Commitments, (C) assignments and participations of Extended Revolving Commitments and extended Committed Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Committed Revolving Loans, and (CD) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three two different maturity dates; Maturity Dates; (iiiii) if the aggregate principal amount of Revolving Commitments, Commitments be (calculated on the face amount thereof) in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, Commitments offered to be extended by Borrower the Loan Parties pursuant to such Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and and (iv) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by Borrowerthe Loan Parties and, to extent provided below, the Agent. (b) With respect to all Extensions consummated by Borrower the Loan Parties pursuant to this Section 2.192.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 this Agreement and (ii) no each Extension Offer is required shall specify the minimum amount of Revolving Commitments to be in any tendered, which shall be with respect to Revolving Commitments of a class an integral multiple of $5,000,000 and an aggregate principal amount that is not less than $10,000,000 (or if less, the remaining outstanding principal amount thereof) (or such lesser minimum amount or any minimum increment; provided that Borrower may at its election specify as a condition reasonably approved by the Agent) (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered). The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive shall not require the requirements consent of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) Lender or any other Loan Document that may otherwise prohibit any such Extension or any person (other transaction contemplated by than as set forth in clause (c) of this Section 2.192.16). (c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Agent shall be required to effectuate any Extension. No consent of any Lender, the Issuing Bank Lender or the Administrative Agent any other person shall be required to effectuate any Extension, other than (i) the consent of the Loan Parties and each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan DocumentsCommitments. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with Borrower the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower the Loan Parties in connection with the establishment of such new tranches or sub-tranches, in each case case, on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the 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 Administrative Agent)2.16. (d) In connection with any Extension, Borrower shall 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, without limitation, 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 to accomplish the purposes of this Section 2.19.

Extensions of Revolving Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by The Borrower to all Lenders holding Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving 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 Revolving Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving Commitments, in each case as so extended, as well as the original Tranche A Revolving Commitments and Tranche B Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity (which shall be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitments of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) if the original Revolving Commitments are Tranche A Revolving Commitments, subject to the provisions of Section 2.17(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Tranche A Revolving Commitments in accordance with their Applicable Percentage of the Tranche A Revolving Commitments (and except as provided in Section 2.17(l), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (B) all borrowings under Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable, and repayments thereunder, as applicable, shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (C) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; (ii) if the aggregate principal amount of Revolving Commitments, in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitmentsright, offered exercisable two times, to be extended by Borrower pursuant to such Extension Offer, then the Revolving Commitments of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (iii) all documentation in respect of such Extension shall be consistent with the foregoing; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. (b) With respect to all Extensions consummated by Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided request that 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 Borrower’s sole discretion and may be waived by Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent, the Issuing Bank and the Lenders hereby consent to the transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.09 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender, the Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) and (ii) the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu or junior lien 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 Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Revolving Lenders agree to extend the Revolving Loan Termination Date by one six-month period. The Borrower in connection with the establishment of may exercise such new tranches or sub-tranches, in each case on terms consistent with this Section 2.19. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (right only by executing and the Administrative Agent is hereby directed delivering 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 Administrative Agent). (d) In connection with any Extension, Borrower shall provide the Administrative Agent at least five Business Days’ 30 days but not more than 120 days prior to the current Revolving Loan Termination Date, a written request for such extension (or such shorter period as may an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Loan Termination Date shall be agreed extended for six months effective upon receipt by the Administrative AgentAgent of the Extension Request and payment of the fee referred to in the following clause (b): (a) immediately prior written notice thereof, and shall agree to such procedures extension and immediately after giving effect thereto, (includingi) no Default or Event of Default shall be in existence; (ii) no Material Adverse Change shall have occurred and (iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, without limitationtrue and correct in all respects as of such date, regarding timingexcept to the extent any such representation or warranty is stated to relate solely to an earlier date, rounding in which case such representation or warranty shall have been true and other adjustments correct in all respects on and as of such earlier date and (B) with respect to ensure reasonable administrative management any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (b) the Borrower shall have paid the fees payable under Section 2.5(e) and (c) the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the credit facilities hereunder after such ExtensionBorrower certifying the matters referred to in the preceding clause (a), if any, as may be established by, or acceptable to. Once the foregoing conditions have been satisfied, the Administrative Agent, in each case acting reasonably to accomplish Agent shall promptly notify the purposes Borrower and the Revolving Lenders of this Section 2.19the new Revolving Loan Termination Date.