Common use of Extensions of Revolving Credit Commitments Clause in Contracts

Extensions of Revolving Credit 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 Parent Borrower to all Lenders of any Class of Revolving Credit Commitments, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Class) and on the same terms to each such Lender, the Parent 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 Credit Commitments of the applicable Class and otherwise modify the terms of Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments (in each case not so extended) and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: (i) except as to interest rates, fees and final and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings); provided that at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments, the consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments). All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Parent Borrower as may be necessary in order to establish new Classes in respect of Revolving Credit Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15 (and to the extent any such amendment is consistent with the terms of this Section 2.15 (as reasonably determined by the Parent Borrower), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective). (d) In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (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 2.15; provided that, failure to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this Section 2.15.

Extensions of Revolving Credit 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 Parent Borrower Representative to all Lenders of any Class of Revolving Credit Commitments, in each case Facility with Revolving Credit Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classunder such Revolving Credit Facility with a like maturity date) and on the same terms to each such Lender, the Parent 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 Credit Commitments of the applicable Class such Revolving Credit Facility and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” ”, and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments of such Revolving Credit Facility (in each case not so extended) and ), being a “tranche”; any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class tranche of Revolving Credit Commitments from the Class tranche of Revolving Credit Commitments of such Revolving Credit Facility from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth belowextended), so long as the following terms are satisfied: satisfied with respect to each applicable Revolving Credit Facility: (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment (an “Extending Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings); provided ) (provided, that (1) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility and (2) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three four different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower Representative pursuant to such Extension Offer, then the Revolving Credit Commitments Loans of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Borrower Representative pursuant to this Section 2.152.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any shall specify the minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes each Revolving Credit Facility to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.22 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit 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) below), and hereby waive the requirements of any provision of this Agreement (includingincluding Sections 2.2(c), without limitation, Sections 2.05, 2.12 2.9 and 2.132.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.22 shall not apply to any of the transactions effected pursuant to this Section 2.22. (c) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than (A) the consent of the Borrower Representative, each applicable Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments, the consent of the relevant L/C Issuer Issuing Bank (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitmentsapplicable), which consent shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other the applicable Loan Obligations under this Agreement and the other Loan DocumentsFacility subject to such Extension Amendment. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent Borrower Representative and each applicable Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of Revolving Credit Commitments of each Revolving Credit Facility so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower Representative to effect the provisions of this Section 2.22 (including in connection with the establishment of such new Classestranches or sub-tranches, in each case or to provide for class voting provisions applicable to the Additional Lenders on terms consistent with this Section 2.15 (and comparable to the extent any provisions of Section 9.2(b)). In addition, if so provided in such amendment is consistent Extension Amendment and with the consent of the applicable Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of this Section 2.15 (as reasonably determined such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the Parent Borrower)relevant Lenders holding Extended Revolving Credit Commitments, the Administrative Agent shall be deemed to have consented to be participation interests in respect of such amendment, Extended Revolving Credit Commitments and no the terms of such consent of participation interests (including the Administrative Agent commission applicable thereto) shall be necessary to have such amendment become effective)adjusted accordingly. (d) In connection with any Extension, the Parent Borrower Representative shall provide the Administrative Agent at least five (5) Business Days’ 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, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.15; provided that2.22. (e) Notwithstanding anything to the contrary above, failure at any time and from time to give such notice shall time following the establishment of a Class of Extended Revolving Credit Commitments, the Borrower Representative may offer any Lender of a Revolving Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in no way affect the effectiveness of any amendment entered into to effectuate such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Class of Extended Revolving Credit Commitments of such Revolving Credit Facility; provided, that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Agent; (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii)any Lender which elects to participate in an Extension Facility pursuant to this Section 2.15clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Agent and executed by such Lender, the Agent, the Borrower Representative and any other applicable Borrowers and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1.0 million (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Revolving Credit Commitments less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the Borrower Representative and the Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of new Extended Revolving Credit Commitments.

Extensions of Revolving Credit 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 Parent Borrower Borrowers to all Lenders of any Class of Revolving Credit Commitments, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Class) and on the same terms to each such Lender, the Parent Borrower is 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 Credit Commitments of the applicable Class and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings), and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, Commitments in each case as so extended, as well as the original Revolving Credit Commitments (in each case not so extended) ), and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, converted and it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Revolving Credit Commitments otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: (i) except as to interest rates, fees and final and extended maturity (which shall be determined by the Parent Borrower Borrowers and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings)Commitments; provided provided, that at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees.117 #95488248v20 (b) With respect to all Extensions consummated by the Parent Borrower Borrowers pursuant to this Section ‎Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section ‎Section 2.05 and (ii17) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Parent Borrower Borrowers may at its their 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 Parent Borrower’s Borrowers’ sole discretion and may be waived by the Parent BorrowerBorrowers) of Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section ‎Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit 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 2.05‎2.05, 2.12 ‎2.12 and 2.13‎2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section ‎Section 2.15. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of the Revolving Credit Commitments, the consent of the relevant L/C Issuer and the Swing Line Lender (if which consent shall not be unreasonably withheld or delayed); provided that any Lender that elects not to agree to such L/C Issuer is being requested Extension (such Lender being, a “Non-Extending Lender”) may be replaced by the Borrowers pursuant to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)‎Section 3.06. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Parent Borrower Borrowers as may be necessary in order to establish new Classes in respect of Revolving Credit Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower Borrowers in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15 ‎Section 2.15. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (and to the extent any such amendment is consistent with the terms of this Section 2.15 (as reasonably determined by the Parent Borrower), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective).at their 118 #95488248v20 (d) In connection with any Extension, the Parent Borrower Borrowers 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 2.15; provided that, failure to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this Section ‎Section 2.15.

Extensions of Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant the Company may, on up to two occasions during the term of this Agreement, request that the Revolving Credit Lenders extend the maturity of their Revolving Credit Commitments and Committed Loans (and the related participations in Swing Line Loans and Fronted Letters of Credit) and that the Issuing Lenders extend the maturity of their respective L/C Commitments, by one or more offers year. In order to exercise such right, the Company shall provide a notice to the Administrative Agent (each, an who shall provide a copy of such notice to each of the Revolving Credit Lenders) (the “Extension OfferRequest”). (b) made from time The Company may provide an Extension Request to time by the Parent Borrower Administrative Agent no more than one hundred twenty (120) and no fewer than forty-five (45) days prior to all Lenders any anniversary of the Closing Date. The Extension Request shall set forth the proposed terms of any Class of Extended Lender Obligations to be established, which terms shall be identical to those applicable to the Facility from which they are to be extended (such non-extended Revolving Credit Commitments, the “Non-Extended Commitments”, such non-extended Committed Loans, the “Non-Extended Committed Loans” and such non-extended L/C Commitments, the “Non-Extended L/C Commitments”, and collectively, the “Non-Extended Lender Obligations”) except (x) the Applicable Maturity Date of any Extended Lender Obligation shall be one year (or two years, in each case the event the Company exercises its rights under this Section 2.17 on two occasions) later than the Applicable Maturity Date of the applicable Non-Extended Lender Obligations, (y) (A) the interest margins with respect to the Extended Commitments and Extended Committed Loans shall be the same as the interest margins with respect to the Non-Extended Commitments and Non-Extended Committed Loans and (B) additional fees may be payable to the Lenders providing any Extended Lender Obligations and (z) Extended Lender Obligations may be subject to covenants or other provisions applicable only to periods after the Applicable Maturity Date of the Non-Extended Lender Obligations; provided, that, notwithstanding anything to the contrary in this Section 2.17 or otherwise in this Agreement, (1) no Extended Lender Obligations may be established unless the Minimum Extension Condition with respect thereto has been met; (2) no Extended Lender Obligations shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the applicable Non-Extended Lender Obligations; (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any Loans, Commitments or L/C Commitments applicable to any Extended Lender Obligation shall be made on a pro rata basis with all other outstanding Loans, Commitments or L/C Commitments (based including all Extended Lender Obligations) (provided that Extended Lender Obligations may, if the Extending Lenders making or committing to any such Extended Lender Obligations so agree, participate on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classa less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reduction hereunder); (4) and on the same terms to each such Lender, the Parent 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 Credit Commitments of the applicable Class and otherwise modify the terms of Revolving Credit Commitments pursuant no Extended Committed Loans may be optionally prepaid prior to the terms of date on which the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Credit CommitmentsNon-Extended Committed Loans, as applicable, in each case as so extendedare repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the related Non-Extended Committed Loans, as well as applicable; (5) each Lender holding Loans and/or Commitments shall be permitted to participate in the original Revolving Credit Commitments Extended Lender Obligations in accordance with its pro rata share of the Loans and/or Commitments; (in each case not so extended6) and no Default shall exist on the Extension Date before or after giving effect to any Extended Revolving Credit Lender Obligations; (7) Extended Commitments, Extended Committed Loans, Non-Extended Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: (i) except as to interest rates, fees and final and extended maturity (which Non-Extended Committed Loans shall be determined treated as a single class. No Lender shall have any obligation to convert any Non-Extended Lender Obligations held by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit it into Extended Lender that agrees to an extension with respect to such Revolving Credit Commitment extended Obligations pursuant to an the Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings); provided that at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15Request. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments, the consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments). All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Parent Borrower as may be necessary in order to establish new Classes in respect of Revolving Credit Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15 (and to the extent any such amendment is consistent with the terms of this Section 2.15 (as reasonably determined by the Parent Borrower), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective). (d) In connection with any Extension, the Parent Borrower Company shall provide the Administrative Agent Extension Request at least five (5) Business Days’ fifteen days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders are requested to respond. Any Lender or Issuing Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Credit Commitments and/or L/C Commitments converted into Extended Lender Obligations pursuant thereto shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its applicable Revolving Credit Commitments and/or L/C Commitments that it has elected to convert into Extended Lender Obligations. In the event that the aggregate amount of Revolving Credit Commitments and/or L/C Commitments subject to Extension Elections exceeds the amount of Extended Lender Obligations requested pursuant to the Extension Request and/or Revolving Credit Commitments and/or L/C Commitments shall be converted to Extended Lender Obligations on a pro rata basis. The Company shall have the right to seek and accept Extended Lender Obligations from (i) Lenders and/or (ii) third party financial institutions that are not then Lenders (each a “New Extending Lender”), in each case in an amount equal to the amount of the Revolving Credit Commitments and/or L/C Commitments of any Lender or Issuing Lender that declines to become an Extending Lender (a “Declining Lender”); provided that each Lender shall have the right to increase its Revolving Credit Commitments and/or L/C Commitments up to the amount of the Declining Lenders’ Revolving Credit Commitments and/or L/C Commitments before the Company will be permitted to replace a New Extending Lender for any Declining Lender. Each replacement of a New Extending Lender for a Declining Lender shall be effected in accordance with Section 10.13. Each Extending Lender under the Facility shall be subject to the prior written notice thereofapproval of the Administrative Agent, each Issuing Lender and the Swing Line Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to extend any of its Commitments and any election to do so shall be in the sole discretion of such Lender. Any Lender not responding by 5:00 p.m. (New York City time) on the date fifteen days after delivery by the Company of the Extension Request shall be deemed to have declined to extend its Commitments. (d) Revolving Credit Commitments, Committed Loans and L/C Commitments whose maturity is extended pursuant to this Section are referred to as, in the case of Revolving Credit Commitments, “Extended Commitments”, in the case of Committed Loans, “Extended Committed Loans”, and in the case of L/C Commitments, “Extended L/C Commitments”, respectively, and collectively are referred to as “Extended Lender Obligations”. (e) Extended Lender Obligations shall agree be established pursuant to such procedures an amendment (includingthe “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, without limitationinterest margins, regarding timingfees or prepayments referenced in Section 2.17(b) and which, rounding in the case of Extended Commitments and Extended L/C Commitments, shall contain provisions for the pro rata treatment of borrowings, payments, voting and other adjustments matters between the Non-Extended Commitments, on the one hand, and to ensure reasonable administrative management the Extended Commitments, on the other hand, for such period of time as Non-Extended Commitments and Non-Extended L/C Commitments shall be in effect) executed by the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable toLoan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary set forth in each case acting reasonably to accomplish Section 10.01, no Extension Amendment shall require the purposes of this Section 2.15; provided that, failure to give such notice shall in no way affect the effectiveness consent of any amendment entered into Lender other than the Extending Lenders with respect to effectuate the Extended Lender Obligations established thereby. In connection with the Extension Amendment, the Guarantors shall reaffirm their respective obligations under the Guaranty Agreement pursuant to an agreement reasonably satisfactory to the Administrative Agent and the Company shall, if requested by the Administrative Agent, deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of the Extension Amendment, this Agreement as amended thereby, the reaffirmation of the Guaranty Agreement and such of the other Loan Documents (if any) as may be amended thereby. In addition, the Extension Amendment shall contain a representation and warranty by the Parent and the Company that the representations and warranties of (i) the Parent and the Company contained in accordance with this Article V (other than the representation and warranty contained in Section 2.15.5.04(b))

Extensions of Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this AgreementAgreement but subject to the occurrence of the Exit ABL Facility Effective Date, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Parent Borrower to all Lenders of any Class of Revolving Credit Commitments, in each case Facility with Revolving Credit Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classunder such Revolving Credit Facility with a like maturity date) and on the same terms to each such Lender, the Parent Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers (it being understood that no Lender shall have an obligation to accept the terms contained in such Extension Offers) to extend the maturity date of each such Lender’s Revolving Credit Commitments of the applicable Class such Revolving Credit Facility and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments of such Revolving Credit Facility (in each case not so extended) and ), being a “tranche”; any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class tranche of Revolving Credit Commitments from the Class tranche of Revolving Credit Commitments of such Revolving Credit Facility from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth belowextended), so long as the following terms are satisfied: satisfied with respect to each applicable Revolving Credit Facility: (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings); provided ) (provided, that (1) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility and (2) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three four different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments Loans of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.152.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any shall specify the minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes each Revolving Credit Facility to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.22 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit 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) below), and hereby waive the requirements of any provision of this Agreement (includingincluding Sections 2.2(c), without limitation, Sections 2.05, 2.12 2.9 and 2.132.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.22 shall not apply to any of the transactions effected pursuant to this Section 2.22. (c) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than (A) the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments), the which consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other the applicable Loan Obligations under this Agreement and the other Loan DocumentsFacility subject to such Extension Amendment. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of Revolving Credit Commitments of each Revolving Credit Facility so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of this Section 2.22 (including in connection with the establishment of such new Classestranches or sub-tranches, in each case or to provide for class voting provisions applicable to the Additional Lenders on terms consistent with this Section 2.15 (and comparable to the extent any such amendment is consistent with the terms provisions of this Section 2.15 (as reasonably determined by the Parent Borrower9.2(b), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective). (d) In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) Business Days’ 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, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.15; provided that2.22. (e) Notwithstanding anything to the contrary above, failure at any time and from time to give such notice shall time following the establishment of Extended Revolving Credit Commitments, the Borrower may offer any Lender of a Revolving Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in no way affect the effectiveness of any amendment entered into to effectuate such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Extended Revolving Credit Commitments of such Revolving Credit Facility; provided, that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Agent; (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Agent and executed by such Lender, the Agent and the Borrower and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1.0 million, unless each of the Borrower and the Agent otherwise consents. (f) For the avoidance of doubt, the provisions set forth in this Section 2.152.22 shall not apply if the Exit ABL Facility Effective Date has not occurred.

Extensions of Revolving Credit 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 Parent Borrower Borrowers to all Lenders of any Class of Revolving Credit Commitments, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Class) and on the same terms to each such Lender, the Parent Borrower is 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 Credit Commitments of the applicable Class and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings), and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, Commitments in each case as so extended, as well as the original Revolving Credit Commitments (in each case not so extended) ), and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, converted and it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Revolving Credit Commitments otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: : (i) except as to interest rates, fees and final and extended maturity (which shall be determined by the Parent Borrower Borrowers and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings)Commitments; provided provided, that at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, , (ii) [reserved], , (iii) [reserved], , (iv) [reserved], , (v) [reserved], (vi) if the aggregate principal amount of the Class of Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders of such Class shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class Class, as the case may be, offered to be extended by the Parent Borrower Borrowers pursuant to such Extension Offer, then the Revolving Credit Commitments Loans of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, , (vivii) all documentation in respect of such Extension shall be consistent with the foregoing, and and (viiviii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Borrowers. No Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Borrower Borrowers pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Parent Borrower Borrowers may at its their 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 Parent Borrower’s Borrowers’ sole discretion and may be waived by the Parent BorrowerBorrowers) of Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit 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 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of the Revolving Credit Commitments, the consent of the relevant L/C Issuer and the Swing Line Lender (if which consent shall not be unreasonably withheld or delayed); provided that any Lender that elects not to agree to such L/C Issuer is being requested Extension (such Lender being, a “Non-Extending Lender”) may be replaced by the Borrowers pursuant to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)Section 3.06. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Parent Borrower Borrowers as may be necessary in order to establish new Classes in respect of Revolving Credit Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower Borrowers in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15 2.15. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and to the extent any such amendment is consistent with the terms of this Section 2.15 (as reasonably determined by the Parent Borrower), the Administrative Agent shall 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 deemed advised by local counsel to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effectiveAgent). (d) In connection with any Extension, the Parent Borrower Borrowers 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 2.15; provided that, failure to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this Section 2.15.

Extensions of Revolving Credit 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 Parent Borrower on behalf of each of the Borrowers to all Lenders of any a Class of Revolving Credit Commitments, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Class) and on the same terms to each such Lender, the Parent Borrower is 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 any Class of Revolving Credit Commitments of the applicable Class and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings), and/or converting outstanding Revolving Credit Loans (and the related Revolving Credit Commitments) into Revolving Credit Loans that may not be reborrowed upon prepayment (“Extension Non-Revolving Credit Loans”)) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments (in each case not so extended) and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth below”), so long as the following terms are satisfied: : (i) except as no Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to interest ratesthe Lenders, fees and final and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), ii) the Revolving Credit Commitment of any Revolving Credit Lender that agrees to (an extension with respect to such “Extension Revolving Credit Commitment Lender”) extended pursuant to an Extension (an “Extended Extension Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) or, in the case of an Extension Non-Revolving Credit Loan, a Revolving Credit Loan, in each case with the same terms as the applicable original Class of Revolving Credit Commitments (and related outstandings) or applicable Revolving Credit Loan being extended (the “Original Revolving Credit Commitment Class”); provided that at no time (A) the Borrowers and the Extension Revolving Credit Lenders shall there be determine (1) the Maturity Date with respect to such new Class of Extension Revolving Credit Commitments hereunder or Extension Non-Revolving Credit Loans which shall not precede the Maturity Date of the applicable Original Revolving Credit Commitment Class, (including Extended 2) the interest rate or rates applicable to the Revolving Credit Loans of such new Class of Extension Revolving Credit Commitments or to any Extension Non-Revolving Credit Loans, (3) the fees applicable to the Extension Revolving Credit Commitments, Revolving Credit Loans and Extension Non-Revolving Credit Loans of such new Class and (4) the initial Interest Period or Interest Periods applicable to Revolving Credit Loans of such new Class of Extension Revolving Credit Commitment or to any original Extension Non-Revolving Credit Loans, (B) so long as the applicable Original Revolving Credit Commitment Class remains outstanding all borrowings (other than in the case of Extension Non-Revolving Credit Loans) and all prepayments (other than in the case of Extension Non-Revolving Credit Loans or in connection with a reduction of Revolving Credit Commitments under the Original Revolving Credit Commitment Class not accompanied by a corresponding reduction of the corresponding Class of Extension Revolving Credit Commitments) which have more than three different maturity dates, (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if shall be made ratably between such Original Revolving Credit Commitment Class and the aggregate principal amount corresponding Class of the Extension Revolving Credit Commitments in respect (on a pro rata basis among the Lenders of which each such Class), (C) no reduction of a Class of Extension Revolving Credit Lenders, as Commitment and no prepayment of an Extension Non-Revolving Credit Loan shall be made unless the corresponding Original Revolving Credit Commitment Class is ratably reduced (in each case may be, shall have accepted on a pro rata basis among the relevant Extension Offer shall exceed the maximum aggregate principal amount Lenders of each such Class of Revolving Credit Commitments Commitments); provided that, notwithstanding anything to the contrary contained herein, at the election of such the Borrowers, an Original Revolving Credit Commitment Class offered may be reduced prior to be extended by the Parent Borrower pursuant to such reduction of the corresponding Class of Extension Offer, then the Revolving Credit Commitments of or Extension Non-Revolving Credit Loans, as applicable and (D) such Class of Extension Revolving Credit Commitments or Extension Non-Revolving Credit Loans may, beginning with the first fiscal quarter in which the financial covenant in Section 7.09 no longer applies, be subject to such financial covenants as the Borrowers and the applicable Extension Revolving Credit Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts agree and (but not to exceed actual holdings of record) with respect to which such Revolving Credit Lenders have accepted such Extension Offer, (viiv) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum . Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agreesand Extension Non-Revolving Credit Loans, as applicable, shall constitute a separate Class of Revolving Credit Commitments from the related Original Revolving Credit Commitment Class. Following any such Extension Offer, the Administrative Agent shall notify the applicable Lenders thereof, each of whom shall, in its sole discretion, determine whether or not to accept such Extension Offer. In the event that the aggregate principal amount of Revolving Credit Commitments or Revolving Credit Loans under the Original Revolving Credit Commitment Class, as applicable, in respect of which applicable Revolving Credit Lenders, shall have accepted the relevant Extension Offer exceeds the amount of Extension Revolving Credit Commitments or Extension Non-Revolving Credit Loans, as applicable, requested to be extended pursuant to the Extension Offer, Revolving Credit Commitments or Revolving Credit Loans, as applicable, subject to Extension shall be amended to Extension Revolving Credit Commitments or Extension Non-Revolving Credit Loans, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Revolving Credit Commitments or Revolving Credit Loans, as applicable, included in each such election to participate in such Extension. (b) With respect to all Extensions accepted by the relevant Lenders and consummated by the Parent Borrower Borrowers pursuant to this Section 2.152.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 2.05 and 2.06 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, ; provided that the Parent 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 Parent Borrower’s sole discretion and which may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Extension Revolving Credit 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 2.05, 2.12 2.06 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.16. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments, the consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments). All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Parent Borrower Borrowers as may be necessary in order to establish new Classes in respect of Revolving Credit Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.15 (and to the extent any such amendment is consistent with the terms of this Section 2.15 (as reasonably determined by the Parent Borrower), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective)2.16. (d) In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (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 to accomplish the purposes of this Section 2.15; provided that2.16. (e) Notwithstanding the foregoing provisions of this Section 2.16 and, failure to give such notice shall in for the avoidance of doubt, (A) no way affect the effectiveness consent of any amendment entered into Lender or the Administrative Agent shall be required to effectuate any Extension other than the consent of each Lender agreeing to such Extension in accordance with this Section 2.15respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) no Lender shall have such Lender’s Revolving Credit Commitments or Loans extended without the written consent of such Lender.

Extensions of Revolving Credit 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 Parent Initial Borrower to all Lenders of any Class of Revolving Credit Commitments, in each case Facility with Revolving Credit Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classunder such Revolving Credit Facility with a like maturity date) and on the same terms to each such Lender, the Parent Initial 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 Credit Commitments of the applicable Class such Revolving Credit Facility and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” ”, and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments of such Revolving Credit Facility (in each case not so extended) and ), being a “tranche”; any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class tranche of Revolving Credit Commitments from the Class tranche of Revolving Credit Commitments of such Revolving Credit Facility from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth belowextended), so long as the following terms are satisfied: satisfied with respect to each applicable Revolving Credit Facility: (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class Revolving Credit Commitments (and related outstandings) (provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings); provided , (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments of such Revolving Credit Facility, (2) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments of such Revolving Credit Facility, except that the applicable Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility and (4) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three four different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Initial Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class Loans of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Initial Borrower pursuant to this Section 2.152.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any shall specify the minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes each Revolving Credit Facility to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.25 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit 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) below), and hereby waive the requirements of any provision of this Agreement (including, without limitation, including Sections 2.05, 2.12 and 2.132.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.25 shall not apply to any of the transactions effected pursuant to this Section 2.25. (c) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than (A) the consent of Mid-Holdings, the Initial Borrower (and such other Borrower, as applicable) and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitmentsthe Issuing Bank, the which consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent Agents to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent applicable Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of Revolving Credit Commitments of each Revolving Credit Facility so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new Classestranches or sub-tranches, in each case or to provide for class voting provisions applicable to the Additional Lenders on terms consistent with this Section 2.15 (and comparable to the extent any provisions of Section 9.2(b)). In addition, if so provided in such amendment is consistent Extension Amendment and with the consent of the applicable Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of this Section 2.15 (as reasonably determined such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the Parent Borrower)relevant Lenders holding Extended Revolving Credit Commitments, the Administrative Agent shall be deemed to have consented to be participation interests in respect of such amendmentExtended Revolving Credit Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, and no such consent in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the Administrative applicable Extension Amendment (or such later date as may be approved by the Collateral Agent), amend (and the Collateral Agent shall 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 necessary advised by local counsel to have such amendment become effectivethe Collateral Agent). (d) In connection with any Extension, the Parent Initial Borrower shall provide the Administrative Agent Agents at least five (5) Business Days’ Days (or such shorter period as may be agreed by the Administrative AgentAgents) prior written notice thereof, and shall agree to such procedures (including, without limitation, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.15; provided that2.25. (e) Notwithstanding anything to the contrary above, failure at any time and from time to give such notice shall time following the establishment of a Class of Extended Revolving Credit Commitments, the Initial Borrower may offer any Lender of a Revolving Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in no way affect the effectiveness of any amendment entered into to effectuate such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Class of Extended Revolving Credit Commitments of such Revolving Credit Facility; provided, that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate in an Extension Facility pursuant to this Section 2.15clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Agents, Mid-Holdings, the Initial Borrower, and any applicable Additional Revolving Borrowers and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1.0 million (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Revolving Credit Commitments less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the Initial Borrower and the Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of new Extended Revolving Credit Commitments.

Extensions of Revolving Credit 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 Parent Borrower Holdings to all Lenders of any Class of Revolving Credit Commitments, in each case Facility with Revolving Credit Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classunder such Revolving Credit Facility with a like maturity date) and on the same terms to each such Lender, the Parent Borrower Holdings 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 Credit Commitments of the applicable Class such Revolving Credit Facility and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” ”, and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments of such Revolving Credit Facility (in each case not so extended) and ), being a “tranche”; any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class tranche of Revolving Credit Commitments from the Class tranche of Revolving Credit Commitments of such Revolving Credit Facility from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth belowextended), so long as the following terms are satisfied: satisfied with respect to each applicable Revolving Credit Facility: (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class Revolving Credit Commitments (and related outstandings) (provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings); provided , (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments of such Revolving Credit Facility, (2) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments of such Revolving Credit Facility, except that the applicable Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility and (4) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three four different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower Holdings pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class Loans of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Borrower Holdings pursuant to this Section 2.152.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any shall specify the minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes each Revolving Credit Facility to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.25 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit 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) below), and hereby waive the requirements of any provision of this Agreement (including, without limitation, including Sections 2.05, 2.12 and 2.132.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.25 shall not apply to any of the transactions effected pursuant to this Section 2.25. (c) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than (A) the consent of Holdings (and such other Borrower, as applicable) and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitmentsthe Issuing Bank, the which consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent applicable Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of Revolving Credit Commitments of each Revolving Credit Facility so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new Classestranches or sub-tranches, in each case or to provide for class voting provisions applicable to the Additional Lenders on terms consistent with this Section 2.15 (and comparable to the extent any provisions of Section 9.2(b)). In addition, if so provided in such amendment is consistent Extension Amendment and with the consent of the applicable Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of this Section 2.15 (as reasonably determined such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the Parent Borrower)relevant Lenders holding Extended Revolving Credit Commitments, the Administrative Agent shall be deemed to have consented to be participation interests in respect of such amendment, Extended Revolving Credit Commitments and no the terms of such consent of participation interests (including the Administrative Agent commission applicable thereto) shall be necessary to have such amendment become effective)adjusted accordingly. (d) In connection with any Extension, the Parent Borrower Holdings shall provide the Administrative Agent at least five (5) Business Days’ 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, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.15; provided that2.25. (e) Notwithstanding anything to the contrary above, failure at any time and from time to give such notice shall time following the establishment of a Class of Extended Revolving Credit Commitments, Holdings may offer any Lender of a Revolving Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in no way affect the effectiveness of any amendment entered into to effectuate such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Class of Extended Revolving Credit Commitments of such Revolving Credit Facility; provided, that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Agent; (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate in an Extension Facility pursuant to this Section 2.15clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Agent and executed by such Lender, the Agent, Holdings, and any other applicable Borrowers and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1.0 million (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Revolving Credit Commitments less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of Holdings and the Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of new Extended Revolving Credit Commitments.

Extensions of Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (but no more than three) (each, an “Extension Offer”) made from time not earlier than 90 days and not later than 30 days prior to time each anniversary of the Effective Date, by the Parent Borrower to all Lenders of any Class of with Revolving Credit Commitments, in each case Commitments of the same Class and with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classunder such Class with a like maturity date) and on the same terms to each such Lender, the Parent 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 Credit Commitments of the applicable such Class and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments (in each case not so extended) and ”; any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class (each, an “Extended Class”) of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, it being understood that an Extension may be in extended (the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth below“Originating Class”), so long as the following terms are satisfied: : (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings); ) of such Originating Class (provided that (1) assignments and participations of Extended US-DOCS\148017393.28 Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans of such Originating Class and (2) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three four different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments Loans of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition . No more than three Extensions shall be satisfied unless waived by permitted during the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agreeslife of this Agreement. (b) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.152.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any shall specify the minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes each Class to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.22 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit 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) below), and hereby waive the requirements of any provision of this Agreement (including, without limitation, including Sections 2.05, 2.12 and 2.132.3(b)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.22 shall not apply to any of the transactions effected pursuant to this Section 2.22. (c) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than (A) the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments), the which consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other the applicable Loan Obligations under this Agreement and the other Loan DocumentsRevolving Credit Facility subject to such Extension Amendment. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of Revolving Credit Commitments of each Tranche so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of this Section 2.22 (including in connection with the establishment of such new Classestranches or sub-tranches, in each case or to provide for class voting provisions applicable to the Additional Lenders on terms consistent with this Section 2.15 (and comparable to the extent any such amendment is consistent with the terms provisions of this Section 2.15 (as reasonably determined by the Parent Borrower9.2(b), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective). (d) In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) Business Days’ 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, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.152.22. (e) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of Extended Revolving Credit Commitments, the Borrower may offer any Lender of a Class that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Extended Revolving Credit Commitments of such Class; provided that, failure to give that (i) such notice offer and any related acceptance shall be in no way affect the effectiveness of any amendment entered into to effectuate such Extension in US-DOCS\148017393.28 accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate in an Extension pursuant to this Section 2.15clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Xxxxxx, the Administrative Agent and the Borrower and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consents.

Extensions of Revolving Credit 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 Parent Initial Borrower to all Lenders of any Class of with Revolving Credit Commitments, in each case Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Class) and on the same terms to each such Lender, the Parent 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 Credit Commitments of the applicable Class and otherwise modify the terms of Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments (in each case not so extended) and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth below), so long as the following terms are satisfied:Credit (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class Revolving Credit Commitments (and related outstandings) (provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings); provided , (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the applicable Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans and (4) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three four different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Initial Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class Loans of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Initial Borrower pursuant to this Section 2.152.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any shall specify the minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.22 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit 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) below), and hereby waive the requirements of any provision of this Agreement (including, without limitation, including Sections 2.05, 2.12 2.9 and 2.132.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.22 shall not apply to any of the transactions effected pursuant to this Section 2.22. (c) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than (A) the consent of Holdings, the Initial Borrower (and such other Borrower, as applicable) and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitmentseach Issuing Bank, the which consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent applicable Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of Revolving Credit Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower to effect the provisions of this Section 2.22 (including in connection with the establishment of such new Classestranches or sub-tranches, in each case or to provide for class voting provisions applicable to the Additional Lenders on terms consistent with this Section 2.15 (and comparable to the extent any provisions of Section 9.2(b)). In addition, if so provided in such amendment is consistent Extension Amendment and with the consent of the applicable Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of this Section 2.15 (as reasonably determined such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the Parent Borrowerrelevant Lenders holding Extended Revolving Credit Commitments, be deemed to be participation interests in respect of such Extended Revolving Credit Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the applicable Extension Amendment (or such later date as may be approved by the Administrative Agent), amend (and the Administrative Agent shall 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 deemed advised by local counsel to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effectiveAgent). (d) In connection with any Extension, the Parent Initial Borrower shall provide the Administrative Agent at least five (5) Business Days’ 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, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.15; provided that2.22. (e) Notwithstanding anything to the contrary above, failure at any time and from time to give such notice shall time following the establishment of a Class of Extended Revolving Credit Commitments, the Initial Borrower may offer any Lender with Revolving Credit Commitments that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in no way affect the effectiveness of any amendment entered into to effectuate such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Class of Extended Revolving Credit Commitments; provided, that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate in an Extension Facility pursuant to this Section 2.15clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, Holdings, the Initial Borrower, and any applicable Additional Borrowers and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1.0 million (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Revolving Credit Commitments less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the Initial Borrower and the Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of new Extended Revolving Credit Commitments.

Extensions of Revolving Credit 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 Parent Borrower to all Lenders of any Class of Revolving Credit Commitments, in each case Facility with Revolving Credit Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classunder such Revolving Credit Facility with a like maturity date) and on the same terms to each such Lender, the Parent 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 Credit Commitments of the applicable Class such Revolving Credit Facility and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments of such Revolving Credit Facility (in each case not so extended) and ), being a “tranche”; any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class tranche of Revolving Credit Commitments from the Class tranche of Revolving Credit Commitments of such Revolving Credit Facility from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth belowextended), so long as the following terms are satisfied: satisfied with respect to each applicable Revolving Credit Facility: (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings); provided ) (provided, that (1) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility and (2) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three four different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments Loans of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.152.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any shall specify the minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes each Revolving Credit Facility to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.22 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit 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) below), and hereby waive the requirements of any provision of this Agreement (includingincluding Sections 2.2(c), without limitation, Sections 2.05, 2.12 2.9 and 2.132.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.22 shall not apply to any of the transactions effected pursuant to this Section 2.22. (c) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than (A) the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments), the which consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other the applicable Loan Obligations under this Agreement and the other Loan DocumentsFacility subject to such Extension Amendment. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of Revolving Credit Commitments of each Revolving Credit Facility so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of this Section 2.22 (including in connection with the establishment of such new Classestranches or sub-tranches, in each case or to provide for class voting provisions applicable to the Additional Lenders on terms consistent with this Section 2.15 (and comparable to the extent any such amendment is consistent with the terms provisions of this Section 2.15 (as reasonably determined by the Parent Borrower9.2(b), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective). (d) In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) Business Days’ 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, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.15; provided that2.22. (e) Notwithstanding anything to the contrary above, failure at any time and from time to give such notice shall time following the establishment of Extended Revolving Credit Commitments, the Borrower may offer any Lender of a Revolving Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in no way affect the effectiveness of any amendment entered into to effectuate such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Extended Revolving Credit Commitments of such Revolving Credit Facility; provided, that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Agent; (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate in an Extension Facility pursuant to this Section 2.15clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Agent and executed by such Lender, the Agent and the Borrower and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1.0 million, unless each of the Borrower and the Agent otherwise consents.

Extensions of Revolving Credit 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 Parent Lead Borrower to all Lenders of any Class of Revolving Credit Commitments, in each case Facility with Revolving Credit Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classunder such Revolving Credit Facility with a like maturity date) and on the same terms to each such Lender, the Parent Lead 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 Credit Commitments of the applicable Class such Revolving Credit Facility and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings)) ), with such extensions not subject to any “default stoppers”, financial tests or “most favored nation” pricing provisions (each, an “Extension,” ”, and each group of Revolving Credit Commitments, as applicable, in each case as Commitments so extended, as well as the original Revolving Credit Commitments (in each case of such Revolving Credit Facility not so extended) and , being a “tranche”; any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class tranche of Revolving Credit Commitments from the Class tranche of Revolving Credit Commitments of such Revolving Credit Facility from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth belowextended), so long as the following terms are satisfied: satisfied with respect to each applicable Revolving Credit Facility: (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class Revolving Credit Commitments (and related outstandings) (provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings); provided , (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments and (C) repayment made in Table of Contents connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments of such Revolving Credit Facility, (2) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments of such Revolving Credit Facility, except that the applicable Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility and (4) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three four different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Lead Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class Loans of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Lead Borrower pursuant to this Section 2.152.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any shall specify the minimum amount or any minimum increment, provided that the Parent 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 Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable) of any or all applicable Classes each Revolving Credit Facility to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.22 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit 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) below), and hereby waive the requirements of any provision of this Agreement (including, without limitation, including Sections 2.05, 2.12 2.9 and 2.132.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.152.22 shall not apply to any of the transactions effected pursuant to this Section 2.22. (c) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than (A) the consent of the Lead Borrower, (and any other applicable Borrower) and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitmentsthe Issuing Bank, the which consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent Lead Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of Revolving Credit Commitments of each Revolving Credit Facility so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent applicable Borrower to effect the provisions of this Section 2.22 (including in connection with the establishment of such new Classestranches or sub-tranches, in each case or to provide for class voting provisions applicable to the Additional Lenders on terms consistent with this Section 2.15 (and comparable to the extent any provisions of Section 9.2(b)). In addition, if so provided in such amendment is consistent Extension Amendment and with the consent of the applicable Issuing Banks or Swingline Lenders, participations in Letters of Credit or Swingline Loans expiring on or after the Maturity Date shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of this Section 2.15 (as reasonably determined such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the Parent Borrower)relevant Lenders holding Extended Revolving Credit Commitments, the Administrative Agent shall be deemed to have consented to be participation interests in respect of such amendment, Extended Revolving Credit Table of Contents Commitments and no the terms of such consent of participation interests (including the Administrative Agent commission applicable thereto) shall be necessary to have such amendment become effective)adjusted accordingly. (d) In connection with any Extension, the Parent Lead Borrower shall provide the Administrative Agent at least five (5) Business Days’ 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, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15; provided that2.22. (e) Notwithstanding anything to the contrary above, failure at any time and from time to give such notice shall time following the establishment of a Class of Extended Revolving Credit Commitments, the Lead Borrower may offer any Lender of a Revolving Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in no way affect the effectiveness of any amendment entered into to effectuate such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Class of Extended Revolving Credit Commitments of such Revolving Credit Facility; provided, that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate in an Extension Facility pursuant to this Section 2.15clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the Lead Borrower and any applicable Additional Borrowers and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1.0 million (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Revolving Credit Commitments less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the Lead Borrower and the Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of Extended Revolving Credit Commitments.

Extensions of Revolving Credit 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 Parent Borrower to all Lenders of any Class of Revolving Credit Commitments, in each case Facility with Revolving Credit Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Classunder such Revolving Credit Facility with a like maturity date) and on the same terms to each such Lender, the Parent 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 Credit Commitments of the applicable Class such Revolving Credit Facility and otherwise modify the terms of such Revolving Credit 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 Credit Commitments (and related outstandings)) (each, an “Extension,” ”, and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments of such Revolving Credit Facility (in each case not so extended) and ), being a “tranche”; any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class tranche of Revolving Credit Commitments from the Class tranche of Revolving Credit Commitments of such Revolving Credit Facility from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth belowextended), so long as the following terms are satisfied: satisfied with respect to each applicable Revolving Credit Facility: (i) except as to pricing (including interest rates, fees and final funding discounts), conditions precedent and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension Extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings); ) (provided that (1) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility and (2) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three two different maturity dates, ), (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments Loans of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, Offer and (viiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “LILO Extension Offer”) made from time to time by the Borrower to all Lenders of any LILO Credit Facility with LILO Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the LILO Commitments under such LILO Credit Facility with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such LILO Extension Offers to extend the maturity date of each such Lender’s LILO Commitments of such LILO Credit Facility and otherwise modify the terms of such LILO Commitments pursuant to the terms of the relevant LILO Extension Offer (including by increasing the interest rate or fees payable in respect of such LILO Commitments (and related outstandings)) (each, an “LILO Extension”, and each group of LILO Commitments, as so extended, as well as the original LILO Commitments of such LILO Credit Facility (not so extended), being a “tranche”; any Extended LILO Commitments shall constitute a separate tranche of LILO Commitments from the tranche of LILO Commitments of such LILO Credit Facility from which they were extended), so long as the following terms are satisfied with respect to each applicable LILO Credit Facility: (i) except as to pricing (including interest rates, fees and funding discounts), conditions precedent and maturity (which shall be set forth in the relevant LILO Extension Offer), the LILO Commitment of any Lender that agrees to a LILO Extension with respect to such LILO Commitment extended pursuant to an Extension (an “Extended LILO Commitment”), and the related outstandings, shall be a LILO Commitment (or related outstandings, as the case may be) with the same terms as the original LILO Commitments (and related outstandings) (provided that (1) assignments and participations of Extended LILO Commitments and extended LILO Loans shall be governed by the same assignment and participation provisions applicable to LILO Commitments and LILO Loans of such LILO Credit Facility and (2) at no time shall there be LILO Commitments hereunder (including Extended LILO Commitments and any original LILO Commitments) which have more than two different maturity dates), (ii) if the aggregate principal amount of LILO Commitments in respect of which Lenders shall have accepted the relevant LILO Extension Offer shall exceed the maximum aggregate principal amount of LILO Commitments offered to be extended by the Borrower pursuant to such LILO Extension Offer, then the LILO Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such LILO Extension Offer, (iii) all documentation in respect of such LILO Extension shall be consistent with the foregoing and (iv) under no circumstance shall the Extended LILO Commitments and corresponding loans have a maturity date later than the Latest Maturity Date of the Revolving Credit Loans. (c) With respect to all Extensions and LILO Extensions consummated by the Parent Borrower pursuant to this Section 2.152.22, (i) such Extensions and LILO Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 this Agreement and (ii) no each Extension Offer is required to be in any and LILO Extension Offer shall specify the minimum amount or any minimum increment, provided that the Parent Borrower may at its election specify as a condition of (a “Minimum Extension Condition”x) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments of each Revolving Credit Facility to be tendered and (as applicabley) LILO Commitments of any or all applicable Classes each LILO Credit Facility to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 2.22 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit Commitments or Extended LILO Commitments on the such terms as may be set forth in the relevant Extension Offer or LILO Extension Offer, as applicable) shall not require the consent of any Lender or any other Person (other than as set forth in clause (d) below), and hereby waive the requirements of any provision of this Agreement (includingincluding Sections 2.2(c), without limitation, Sections 2.05, 2.12 2.9 and 2.132.17) or any other Loan Document that may otherwise prohibit any such Extension or LILO Extension or any other transaction contemplated by this Section 2.152.22 shall not apply to any of the transactions effected pursuant to this Section 2.22. (cd) No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension or LILO Extension, other than (A) the consent of the Borrower and each Lender agreeing to such Extension or LILO Extension with respect to one or more of its Revolving Credit Commitments or LILO Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments), the consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments)as applicable. All Extended Revolving Credit Commitments, Extended LILO Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan DocumentsFacilities. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Parent Borrower as may be necessary in order to establish new Classes tranches or sub-tranches in respect of (x) Revolving Credit Commitments of each Revolving Credit Facility or (y) LILO Commitments of each LILO Credit Facility, as applicable, so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with to effect the establishment of such new Classes, in each case on terms consistent with this Section 2.15 (and to the extent any such amendment is consistent with the terms provisions of this Section 2.15 (as reasonably determined by the Parent Borrower), the Administrative Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have such amendment become effective)2.22. (de) In connection with any Extension or LILO Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) Business Days’ 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, including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension or LILO Extension, as applicable), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.152.22. (f) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of Extended Revolving Credit Commitments, the Borrower may offer any Lender of a Revolving Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Extended Revolving Credit Commitments of such Revolving Credit Facility; provided that, failure to give that (i) such notice offer and any related acceptance shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, (ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate in a LILO Extension Facility pursuant to this Section 2.15clause (f) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent and the Borrower and (iv) any such additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consents. (g) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of Extended LILO Commitments, the Borrower may offer any Lender of a LILO Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its LILO Commitments into such Extended LILO Commitments of such LILO Credit Facility; provided that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, (ii) such additional Extended LILO Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended LILO Commitments, (iii) any Lender which elects to participate in a LILO Extension Facility pursuant to this clause (g) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Xxxxxx, the Administrative Agent and the Borrower and (iv) any such additional Extended LILO Commitments shall be in an aggregate principal amount that is not less than $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consents.

Extensions of Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may from time to time, pursuant to the contrary in provisions of this AgreementSection 2.15, agree with one or more Lenders to extend the maturity date (the “Extension”) with respect to all or a portion of the Revolving Credit Commitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) pursuant to one or more written offers (each, each an “Extension Offer”) made from time to time by the Parent Borrower to all Lenders of any Class of Revolving Credit Commitmentsunder this Section 2.15, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Credit Commitments of the applicable Class) and on the same terms to each such Lender. In connection with each Extension, the Parent Borrower is hereby permitted will provide notification to consummate from time the Administrative Agent (for distribution to time transactions the Lenders), no later than thirty (30) days prior to the Maturity Date. In connection with individual Lenders that accept the terms contained any Extension, each Lender wishing to participate in such Extension Offers shall, prior to extend such due date, provide the maturity date of each such Lender’s Revolving Credit Commitments of Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable Class and otherwise modify the terms of Revolving Credit Commitments pursuant due date shall be deemed to have rejected such Extension. (b) Each Extension shall be subject to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Revolving Credit Commitments (in each case not so extended) and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments otherwise satisfying the criteria set forth below), so long as the following terms are satisfiedfollowing: (i) no Default, Event of Default or Trigger Period shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees and final and extended fees, maturity (which shall shall, subject to clause (v) below, be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment Loans of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an any Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with have the same terms as the original Class of Revolving Credit Commitments (and Loans subject to the related outstandings); provided that at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (ii) [reserved],Extension Offer; (iii) [reserved], (iv) [reserved], (v) if the aggregate principal amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class of such Revolving Credit 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 Credit Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, andand all written communications by the Borrower generally directed to the applicable Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (viiiv) any applicable Minimum no Extension Condition shall be satisfied unless waived by become effective unless, on the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.15proposed effective date of such Extension, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Section to a Credit Extension being deemed to be references to the Extension on the applicable date of Section 2.05 and such Extension), (ii) no Extension Offer is required the Administrative Agent shall have received a certificate to be in any minimum amount or any minimum increment, provided that effect dated the Parent Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any applicable date of such Extension that and executed by a minimum amount Responsible Officer of the Borrower and (to be determined iii) the Administrative Agent shall have received the written consent of the L/C Issuers; and (v) all borrowings and specified in participations under the relevant Extension Offer in the Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of applicable Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent i.e. the existing Revolving Credit Commitments and the Lenders hereby consent to Extended Revolving Credit Commitments) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the transactions contemplated by this Section 2.15 (including, for Maturity Date of the non-extending Revolving Credit Commitments). For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.12 and Section 10.07 will not apply to Extension Offers or Extensions made pursuant to and in accordance with the provisions of this Section 2.15, including to any payment of any interest, interest or fees or premium in respect of any Extended Revolving Credit Commitments on the such terms Loans, as may be applicable, that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans, in each case as is set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05, 2.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Credit Commitments, the consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments). All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents with the Parent Borrower as may be necessary in order to establish new Classes in respect of Revolving Credit Commitments so extended and such technical amendments Loans, as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new Classesapplicable, created pursuant to an Extension, in each case on terms consistent with this Section 2.15 (and 2.15, subject to the extent consent of the L/C Issuers (not to be unreasonably withheld). Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any such amendment is consistent with the terms of matter contemplated by this Section 2.15 (as reasonably determined by and, if the Parent Borrower)Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be deemed permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have consented to received such amendmentadvice or concurrence; provided, and no such consent of however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be necessary binding on the Lenders. Without limiting the foregoing, in connection with any Extensions, the appropriate parties shall (at the Borrower’s expense) amend (and the Administrative Agent is hereby directed to have amend) any Loan Document that has a maturity date prior to the latest Extended Maturity Date so that such amendment become effectivematurity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (d) . In connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (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 reasonably established by, or acceptable to, the Administrative Agent, in each case acting reasonably Agent to accomplish the purposes of this Section 2.15; provided that, failure . This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this Section 2.15contrary.