Common use of Loan Modification Offers Clause in Contracts

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers Borrower may, on one or more occasions, by written notice to the Administrative AgentAgent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender of Loans and/or Commitments (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loansnotice) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullsuch shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender In the event that the aggregate amount of Term Loans and Revolving Credit Commitments (which, for the avoidance of doubt, shall have include any obligation previously extended Extended Revolving Credit Commitments of such tranche) of Accepting Lenders exceeds the amount of Extended Term Loans and Extended Revolving Credit Commitments permitted pursuant to accept any the Loan Modification Offer, Term Loans and Revolving Credit Commitments subject to Loan Modification Offers shall be converted to Extended Term Loans and Extended Revolving Credit Commitments on a pro rata basis based on the amount of Term Loans and Revolving Credit Commitments included in each Accepting Lender’s acceptance of the Loan Modification Offer or as may be otherwise agreed to in the applicable Loan Modification Amendment.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class Affected Facility as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Loans of any or all Affected Facilities be extended. If the aggregate principal amount of Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Loans of such Affected Facility offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower and (iv) in the case of any Permitted Amendment relating to the Revolving Loan Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, that notwithstanding anything to the contrary, (x1) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those applicable to Loans set forth in Section 10.613.4, and (y2) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a an Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event the date on which such Loan Modification Offer is requested to become effective (which shall not be less than ten Business Days nor more than 30 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.22, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayNotwithstanding anything to the contrary in this Agreement, the Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance Assumption has been made. No Lender ; provided that the no Permitted Amendment relating to any Tranche B Loan shall have any obligation become effective unless the aggregate principal amount of the Loans of the Accepting Lenders subject to accept any the Permitted Amendment is greater than $10,000,000 or, if less, the aggregate principal amount of the Affected Class outstanding at the time of the Loan Modification Offer.

Loan Modification Offers. (a) The applicable Borrowers may, may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the applicable Borrowers; provided that . Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderLxxxxx’s Loans and Commitments of such Specified Class Affected Facility as to which such LenderLxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the applicable Borrowers pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $10,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the applicable Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the applicable Borrowers’ sole discretion and which may be waived by the applicable Borrowers) of Loans of any or all Affected Facilities be extended. If the aggregate principal amount of Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Loans of such Affected Facility offered to be extended by the applicable Borrowers pursuant to such Loan Modification Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Company may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Company pursuant to this Section 2.23, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Company may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Company’s sole discretion and which may be waived by the Company) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice from the Borrower Representative to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent, not to be unreasonably withheld, delayed or conditioned) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) of the Specified Class on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans)basis, (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and [reserved], (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment to the extent its commitment to issue Letters of Credit or make Swingline Loans, as applicable, is extended. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 5 Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)11.6. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a “Loan Modification Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with of Term Loans with a like maturity date (whether under one or more tranches) Revolving Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans)respective Term Loans or Revolving Commitments with a like maturity date, (iias the case may be) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by offered on the same orterms to each such Lender, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be Borrower is hereby permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only to consummate from time to time transactions with respect to the Loans and Commitments of the individual Lenders of the Specified Class that accept the applicable terms contained in such Loan Modification Offers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Commitments and otherwise modify the terms of such Term Loans and/or Revolving Commitments pursuant to the terms of the relevant Loan Modification Offer (including, without limitation, by increasing the interest rate, premiums or fees payable in respect of such Lenders, Term Loans and/or Revolving Commitments (and related outstandings) and/or modifying (without increasing the “Accepting Lenders”Weighted Average Life to Maturity) and, the amortization schedule in the case respect of any Accepting Lender, only with respect to such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans, in each case as so extended, as well as the Term Loans or Revolving Commitments, as applicable, in each case, not so extended, being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Commitments shall constitute a separate Class of such Specified Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.the following terms are satisfied:

Loan Modification Offers. (a) The applicable Borrowers may, may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the applicable Borrowers; provided that . Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class Affected Facility as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the applicable Borrowers pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $10,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the applicable Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the applicable Borrowers’ sole discretion and which may be waived by the applicable Borrowers) of Loans of any or all Affected Facilities be extended. If the aggregate principal amount of Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Loans of such Affected Facility offered to be extended by the applicable Borrowers pursuant to such Loan Modification Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrowers pursuant to this Section 2.24, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrowers’ sole discretion and which may be waived by the Borrowers) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrowers pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “Existing Term Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, on one or more occasions“Extended Term Loans”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Loan Modification Agreement with respect to any Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (each, who shall provide a “Loan Modification Offer”) to all the Lenders copy of one or more Classes on the same terms such notice to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended except that accept (w) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.10 or in the Loan Modification Agreement or the Incremental Facility Amendment, as the case may be, with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.24(c) below), (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, AHYDO Catch-Up Payments, original issue discounts, currency types and denominations and prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Loan Modification Offer Agreement, (such Lendersy) subject to the provisions set forth in Section 2.11, the “Accepting Lenders”Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) andand mandatory prepayment terms as may be agreed between Holdings, in the case of Borrower and the Lenders thereof and (z) the Loan Modification Agreement may provide for other covenants and terms that apply to any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madeperiod after the Latest Maturity Date. No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Term Loan Modification OfferClass converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class Affected Facility as to which such LenderXxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.25, such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Loans of any or all Affected Facilities be extended. If the aggregate principal amount of Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Loans of such Affected Facility offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Tranche A Term Loans, on one the Tranche B Term Loans or Other Term Loans (an “Existing Tranche”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche A Term Loans, Tranche B Term Loans or Other Term Loans (any such Tranche A Term Loans, Tranche B Term Loans or Other Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche A Term Loans, Tranche B Term Loans or Other Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche A Term Loans, the Tranche B Term Loans or more Classes on Other Term Loans, as the same terms case may be, of such Existing Tranche, in each case to each the extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the Eurodollar Rate “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable definition of Eurodollar Rate and/or fees payable with respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche A Term Loans or the Tranche B Term Loans of such Existing Tranche, in each case, to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for other covenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to the establishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or (B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, Borrower and the Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers Borrower may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers Borrower may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), ) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Term Loans of any Tranche (an “Existing Tranche”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Term Loans (any such Term Loans which have been so converted, on one or more occasions“Extended Term Loans”) and to provide for other terms consistent with this Section 11.18. In order to establish a Tranche of Extended Term Loans, by written Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth (i) the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Term Loans under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one or more Classes on the same terms scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to each later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of such Lender (each Class subject Existing Tranche to the extent provided in such a Loan Modification Offer, a (ii) the Applicable Margin, the Eurodollar “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable final sentence of the definition of Eurodollar Base Rate and/or fees payable with respect to the Borrowers; Loans may be different from the same provisions for the Term Loans of such Existing Tranche, in each case to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans)respective Loan Modification Offer, (iiiv) no Default or Event of Default shall have occurred the Loan Modification Offer may provide for other covenants and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, terms (x) assignments that apply solely to any period after the latest final maturity of the Term Loans and participations Commitments in effect on the effective date of Specified Classes shall be governed the Loan Modification Offer immediately prior to the establishment of such Extended Term Loans, or after approval thereof by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and Required Lenders or (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect that are less favorable to the Loans and Commitments holders of the Lenders of Extended Term Loans than the Specified Class that accept covenants and terms applicable to the Existing Tranche. Borrower shall provide the applicable Loan Modification Offer at least five (such Lenders, 5) Business days prior to the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect date on which Lenders are requested to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been maderespond. No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender (an “Existing Term Lender”) wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a an Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event the date on which such Loan Modification Offer is requested to become effective (which shall not be less than ten Business Days nor more than 60 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion), provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayAt any time after the Closing Date, the Borrower may on one or more occasions, by written notice to the Administrative AgentAgent (or telephonic notice promptly confirmed thereafter by delivery of a written notice), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit cashless rollovers and exchanges by Lenders). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless the Borrower shall have any obligation delivered to accept any the Administrative Agent such legal opinions, board resolutions, secretary’s certificates and officer’s certificates as shall be reasonably requested by the Administrative Agent in connection therewith, in each case substantially in the form delivered on the Closing Date (with appropriate modification thereto to reflect the nature of the Loan Modification Offer). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event the date on which such Loan Modification Offer is requested to become effective (which shall not be less than ten Business Days nor more than 60 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.25, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion), provided, that, the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayAt any time after the Closing Date, the Borrower may on one or more occasions, by written notice to the Administrative AgentAgent (or telephonic notice promptly confirmed thereafter by delivery of a written notice), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit cashless rollovers and exchanges by Xxxxxxx). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless the Borrower shall have any obligation delivered to accept any the Administrative Agent such legal opinions, board resolutions, secretary’s certificates and officer’s certificates as shall be reasonably requested by the Administrative Agent in connection therewith, in each case substantially in the form delivered on the Closing Date (with appropriate modification thereto to reflect the nature of the Loan Modification Offer). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes Tranches on the same terms to each such Lender (each Class Tranche subject to such a Loan Modification Offer, a “Specified ClassTranche”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranchesTranche) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer offer, and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x1) assignments and participations of Specified Classes Tranches shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those applicable to Loans set forth in Section 10.612.04, and (y2) no repayment of Specified Classes Tranches shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Tranche that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class Tranche as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Company may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “"Loan Modification Offer”") to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified an "Affected Class”") to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “"Accepting Lenders”") and, in the case of any Accepting Lender, only with respect to such Lender’s 's Loans and Commitments of such Specified Affected Class as to which such Lender’s 's acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Company pursuant to this Section 2.23, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Company may at its election specify as a condition (a "Minimum Extension Condition") to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Company's sole discretion and which may be waived by the Company) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) 2.22.1 The Borrowers may, Company may on one or more occasionsoccasions after the Seventh Amendment Effective Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation With respect to accept all Permitted 108 Amendments consummated by the Company pursuant to this Section 2.22, any Loan Modification Offer, unless contemplating a maturity date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Company may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Company’s sole discretion and which may be waived by the Company) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent) (it being agreed that any Lender approached to provide any Permitted Amendment may elect or Event of Default shall have occurred decline, in its sole discretion, to provide such Permitted Amendment (and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition Lender that fails to respond to such approach shall be satisfied unless waived by deemed to have declined to provide such Permitted Amendment, as the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullcase may be)). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Lead Borrower may on one or more occasionsoccasions after the Effective Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans Advance and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans Advances and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Company pursuant to this Section 2.15, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.10 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount 69 of $25.0 million (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Lead Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Lead Borrower’s sole discretion and which may be waived by the Lead Borrower) of Commitments or Advances of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Advances of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Advances of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Advances of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Parent, the Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless the Parent and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any obligation Lender other than the applicable Accepting Lenders, effect such amendments to accept this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that, in the case of any Loan Modification OfferOffer relating to Revolving Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Bank and the Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan as between the commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Commitments and (ii) the Revolving Availability Period and the Revolving Maturity Date, as such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior written consent of each Issuing Bank and the Swingline Lender, as applicable.

Loan Modification Offers. (a) 2.22.1 The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent (acting at the direction of the Required Lenders) and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable #96212676v31 Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No Lender shall have any obligation With respect to accept all Permitted Amendments consummated by the Borrower pursuant to this Section 2.22, any Loan Modification Offer, unless contemplating a maturity date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent (acting at the direction of the Required Lenders)); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (ai) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a an Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event the date on which such Loan Modification Offer is requested to become effective (which shall not be less than ten Business Days nor more than 30 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderLxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderLxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.22, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice from the Borrower Representative to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent, not to be unreasonably withheld, delayed or conditioned) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) of the Specified Class on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans)basis, (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and [reserved], (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment to the extent its commitment to issue Letters of Credit or make Swingline Loans, as applicable, is extended. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 5 Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)11.6. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class as to which such LenderXxxxxx’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice from the Borrower Representative to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent, not to be unreasonably withheld, delayed or conditioned) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) of the Specified Class on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans)basis, (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and [reserved], (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment to the extent its commitment to issue Letters of Credit or make Swingline Loans, as applicable, is extended. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 5 Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and 134 participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)11.6. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Tranche A Term Loans, on one the Tranche BB-2 Term Loans or Other Term Loans (an “Existing Tranche”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche A Term Loans, Tranche B Term Loans or Other Term Loans (any such Tranche A Term Loans, Tranche BB-2 Term Loans or Other Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche A Term Loans, Tranche BB-2 Term Loans or Other Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche A Term Loans, the Tranche BB-2 Term Loans or more Classes on Other Term Loans, as the same terms case may be, of such Existing Tranche, in each case to each the extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the Eurodollar Rate “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable definition of Eurodollar Rate and/or fees payable with respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche A Term Loans or the Tranche BB-2 Term Loans of such Existing Tranche, in each case, to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for other covenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to the establishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or (B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, Borrower and the Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers BorrowersBorrower may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers BorrowersBorrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrowersBorrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the BorrowersBorrowers’Borrower’ s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (ai)The Borrower may at any time and from time to time request that all or a portion of the Tranche B-4-5 Term Loans or Other Term Loans (an “Existing Tranche”) The Borrowers maybe converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche B-4-5 Term Loans or Other Term Loans (any such Tranche B-4-5 Term Loans or Other Term Loans which have been so converted, on one or “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche B-4-5 Term Loans or Other Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche B-4-5 Term Loans or more Classes on Other Term Loans, as the same terms case may be, of such Existing Tranche, in each case to each the extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the Term SOFR “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable definition of Term SOFR and/or fees payable with respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche B-4-5 Term Loans of such Existing Tranche, in each case, to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for other covenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to the establishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or (B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, Borrower and the Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer.. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election. 143

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class Affected Facility as to which such LenderXxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Loans of any or all Affected Facilities be extended. If the aggregate principal amount of Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Loans of such Affected Facility offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderLxxxxx’s Loans and Commitments of such Specified Class Affected Facility as to which such LenderLxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Loans of any or all Affected Facilities be extended. If the aggregate principal amount of Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Loans of such Affected Facility offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Company may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Company pursuant to this Section 2.19, (A) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (B) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $50,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Company may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Company’s sole discretion and which may be waived by the Company) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer. A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Company, each Accepting Lender and the Administrative Agent; provided that in the case of any Permitted Amendment relating to the Revolving Commitments and affecting the rights, duties or privileges of the L/C Issuer or the Swing Line Lenders, the L/C Issuer and each Swing Line Lender, respectively, shall have approved such Permitted Amendment; provided that no Permitted CHAR1\1550647v12 Amendment shall become effective unless (i) no Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) the representations and warranties of each Loan Party contained in the Credit Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the effective date of such Permitted Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (iii) the Loan Parties shall have delivered to the Administrative Agent, to the extent requested by the Administrative Agent, documents of the types referred to in Sections 5.01(c) and favorable opinions of counsel to the Loan Parties, all in form, content and scope reasonably satisfactory to the Administrative Agent and (iv) any applicable Minimum Extension Condition shall be satisfied (unless waived by the Company). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to give effect to the provisions of this Section 2.19, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new Class of loans and/or commitments hereunder (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments); provided that (1) all Borrowings, all prepayments of Loans and all reductions of Commitments shall continue to be made on a ratable basis among all Lenders, based on the relative amounts of their Commitments (i.e., both extended and non-extended), until the repayment of the Loans attributable to the non-extended Commitments (and the termination of the non-extended Commitments) on the relevant Maturity Date, (2) in the case of any Loan Modification Offer relating to Revolving Commitments or Revolving Loans, the allocation of the participation exposure with respect to Swing Line Loans and Letters of Credit as between the commitments extended hereunder and the remaining Revolving Commitments shall be made on a ratable basis as between such extended Commitments (if any) and the remaining Revolving Commitments until the Maturity Date in respect of the non-extended Commitments (it being understood that no reallocation of such exposure to extended Commitments shall occur on such Maturity Date if such reallocation would cause the Revolving Extensions of Credit of any Lender to exceed its extended Commitments), (3) at no time shall there be more than two Classes of revolving Commitments hereunder unless otherwise agreed by the Administrative Agent and (4) any such Loans and/or Commitments of the Accepting Lenders that are treated as a new Class of loans and/or commitments hereunder shall constitute Commitments and Credit Extensions under, and shall be equally and ratably with the other Commitments and Credit Extensions entitled to all the benefits afforded by, this Agreement and the other Credit Documents. The Administrative Agent and the Lenders hereby acknowledge that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement are not intended to apply to the transactions effected pursuant to this Section 2.19. This Section 2.19 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “Existing Term Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, on one or more occasions“Extended Term Loans”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Loan Modification Agreement with respect to any Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (each, who shall provide a “Loan Modification Offer”) to all the Lenders copy of one or more Classes on the same terms such notice to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended except that accept (w) the applicable scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.10 or in the Loan Modification Offer (such LendersAgreement or the Incremental Facility Amendment, the “Accepting Lenders”) and, in as the case of any Accepting Lendermay be, only with respect to the Existing Term Loan Class of Term Loans from which such Lender’s Extended Term Loans were extended, in each case as more particularly set forth in Section 2.24(c) below), (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, AHYDO Catch-Up Payments, original issue discounts, currency types and Commitments denominations and prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Specified Existing Term Loan Class as and/or (B) additional fees and/or premiums may be payable to which the Lenders providing such Lender’s acceptance has been made. No Lender shall have Extended Term Loans in addition to any obligation to accept any Loan Modification Offer.of the items contemplated 127 US-DOCS\115047431.4

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a “Loan Modification Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with of Term Loans with a like maturity date (whether under one or more tranches) in each case on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Term Loans and offered 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 Loan Modification Offers to extend the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Loan Modification Offer (including, without limitation, by increasing the interest rate, premiums or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Xxxxxx’s Term Loans)) (each, an “Extension”, and each group of Term Loans as so extended, as well as the Initial Term Loans not so extended, being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees, final maturity date, optional prepayment terms, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (ii) and (iii), be determined by the Borrower and set forth in the relevant Loan Modification Offer), the Term Loans of any Lender that agrees to an Extension with respect to such Term Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have terms applicable prior to the Initial Term Loan Maturity Date no more favorable in any material respect, taken as a whole, to the Extending Lender than the terms of the Class of Term Loans subject to such Loan Modification Offer, (ii) no Default or Event of Default shall have occurred and be continuing at the time final maturity date of any such offer Extended Term Loans shall be no earlier than the Initial Term Loan Maturity Date and at no time shall the Term Loans (including Extended Term Loans) have more than six different maturity dates, (iii) the weighted average life of any applicable Minimum Extension Condition Extended Term Loans shall be satisfied unless waived by no shorter than the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments remaining weighted average life of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such LendersTerm Loans extended thereby, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.#4848-1207-1386 81

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Term Loans of any Tranche (an “Existing Tranche”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tenn Loans (any such Term Loans which have been so converted, on one or more occasions“Extended Term Loans”) and to provide for other terms consistent with this subsection 11.17. In order to establish a Tranche of Extended Term Loans, by written Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth (i) the terms and conditions of the Extended Tenn Loans to be established (which shall be identical in all material respects to the Lenders Term Loans under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one or more Classes on the same terms scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to each later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of such Lender (each Class subject Existing Tranche to the extent provided in such a Loan Modification Offer, a (ii) the Applicable Margin, the LIBOR “Specified Class”floor” set forth in clause (a) to make one or more Permitted Amendments pursuant to procedures reasonably specified by of the Administrative Agent and reasonably acceptable definition of LIBOR Rate and/or fees payable with respect to the Borrowers; Loans may be different from the same provisions for the Tenn Loans of such Existing Tranche, in each case to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans)respective Loan Modification Offer, (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iiiiv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, Loan Modification Offer may provide for other covenants and terms (x) assignments that apply solely to any period after the latest final maturity of the Term Loans and participations Commitments in effect on the effective date of Specified Classes shall be governed the Loan Modification Offer immediately prior to the establishment of such Extended Term Loans, or after approval thereof by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and Required Lenders or (y) no repayment that are less favorable to the holders of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by Borrower and the “Accepting Lenders”) and, Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Tenn Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Tenn Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Tenn Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers Borrower may, at any time or from time to time after the Closing Date, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes of Tranche B2 Term Loans on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Tranche B2 Term Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five Business Days nor more than forty-five Business Days after the date of such offer, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything herein to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.69.2, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) 2.22.1 The Borrowers may, Company may on one or more occasionsoccasions after the Seventh Amendment Effective Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan gLoan Modification Offer”Offer”h) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Class”gAffected Class”h) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”gAccepting Lenders”h) and, in the case of any Accepting Lender, only with respect to such Lender’s Lender’fs Loans and Commitments of such Specified Affected Class as to which such Lender’s Lender’fs acceptance has been made. No Lender shall have any obligation With respect to accept all Permitted Amendments consummated by the Company pursuant to this Section 2.22, any Loan Modification Offer, unless contemplating a maturity date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Company may at its election specify as a condition (a “gMinimum Extension Condition”h) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Company’fs sole discretion and which may be waived by the Company) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount Outstanding Amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five (5) Business Days nor more than forty-five (45) Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.611.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class as to which such LenderXxxxxx’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Company may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Company pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Company may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Company’s sole discretion and which may be waived by the Company) of Commitments or Loans of any or all Affected Classes be extended.

Loan Modification Offers. (av) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “"Loan Modification Offer”") to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified an "Affected Class”") to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “"Accepting Lenders”") and, in the case of any Accepting Lender, only with respect to such Lender’s 's Loans and Commitments of such Specified Affected Class as to which such Lender’s 's acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.24, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at their election specify as a condition (a "Minimum Extension Condition") to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower's sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower and (iv) in the case of any Permitted Amendment relating to the Revolving Loan Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x1) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those applicable to Loans set forth in Section 10.613.4, and (y2) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer offer, and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those applicable to Loans set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)13.4. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The applicable Borrowers may, may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the applicable Borrowers; provided that . Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class Affected Facility as to which such LenderXxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the applicable Borrowers pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $10,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the applicable Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the applicable Borrowers’ sole discretion and which may be waived by the applicable Borrowers) of Loans of any or all Affected Facilities be extended. If the aggregate principal amount of Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Loans of such Affected Facility offered to be extended by the applicable Borrowers pursuant to such Loan Modification Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount Outstanding Amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five (5) Business Days nor more than forty-five (45) Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.611.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class as to which such LenderXxxxxx’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer. A Permitted Amendment shall be effected pursuant to an amendment to this Agreement (a “Loan Modification Agreement”) executed and delivered by the applicable Borrowers, each applicable Accepting Lender and the Loan Modification Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. No Loan Modification Agreement shall provide for any extension of any Specified Class in an aggregate principal amount that is less than 25% of such Specified Class then outstanding or committed, as the case may be. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Loan Modification Agent and the Borrower Representative, to give effect to the provisions of this Section 2.27, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that (x) no Loan Modification Agreement may provide for (i) any Specified Class to be secured by any Collateral or other assets of any Group Member that does not also secure the Loans and (ii) so long as any Loans are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Loans on a pro rata basis or greater than pro rata basis (or, with respect to prepayments made with proceeds of Permitted Credit Agreement Refinancing Debt and voluntary prepayments, on a pro rata basis, less than pro rata basis or greater than pro rata basis), (y) in the case of any Loan Modification Offer relating to Revolving Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued Letter of Credit as between the commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Commitments and (ii) the Revolving Termination Date may not be extended without the prior written consent of each Issuing Lender; and (z) the terms and conditions of the applicable Loans and/or Commitments of the Accepting Lenders (excluding pricing, fees, rate floors and optional prepayment or redemption terms) shall be substantially identical to, or (taken as a whole) shall be no more favorable to, the Accepting Lenders than those applicable to the Specified Class (except for (1) financial covenants or other covenants or provisions applicable only to periods after the Latest Maturity Date at the time of such Loan Modification Offer, as may be agreed by the Borrower Representative and the Accepting Lenders or (2) any terms that are confirmed (or added) to the Loan Documents for the benefit of the lenders of the Specified Class pursuant to such Loan Modification Agreement). Subject to Section 2.27(b), the Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Loan Modification Agreement that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrowers’ sole discretion and may be waived by the Borrower Representative) of Loans of any or all applicable Classes be extended. Notwithstanding anything to the contrary in this Agreement, this Section 2.27 shall supersede any provisions in Sections 2.17 or 11.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.17 to implement any Loan Modification Agreement. LETTERS OF CREDIT L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit and to the extent agreed to by an Issuing Lender, bank guarantees and commercial letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (collectively, with the letters of credit existing under the Original Credit Facility on the date hereof and described on Schedule 1.1-3, “Letters of Credit”) for the account of the Initial Borrower or the account of any of its Restricted Subsidiaries (provided that the Initial Borrower shall be an applicant, and be fully and unconditionally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary) on any Business Day prior to the date that is thirty (30) days prior to the Revolving Termination Date in such form as may be approved from time to time by the Issuing Lenders; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the L/C Obligation of such Issuing Lender would exceed its L/C Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a stated amount acceptable to the relevant Issuing Lender, (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance, or such longer period as is reasonably acceptable to the Issuing Lender, and (y) the date that is three (3) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with the consent of the applicable Issuing Lender may provide for the renewal or extension thereof for additional one-year periods or such longer period of time as may be agreed by the Issuing Lender (which shall in no event extend beyond the date referred to in clause (y) above, except to the extent the L/C Obligations under such Letter of Credit have been Cash Collateralized); provided, further, that the Issuing Lenders shall not renew or extend any such Letter of Credit if it has received written notice (or otherwise has knowledge) that an Event of Default has occurred and is continuing or any of the conditions set forth in Section 5.2 are not satisfied prior to the date of the decision to renew or extend such Letter of Credit and (iv) be otherwise reasonably acceptable in all respects to the Issuing Lenders. Unless otherwise directed by the Issuing Lenders, the Borrower Representative shall not be required to make a specific request to an Issuing Lender for any such extension. Once any Letter of Credit has been issued that may be extended automatically pursuant to the foregoing, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Lenders to permit the extension of such Letter of Credit, including to the date that is five (5) Business Days prior to the Revolving Termination Date. For the avoidance of doubt, the letters of credit identified on Schedule 1.1-3 shall be deemed Letters of Credit for all purposes under this Agreement. No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Loan Modification Offers. (a) 2.22.1 The Borrowers may, Company may on one or more occasionsoccasions after the Seventh Amendment Effective Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation With respect to accept all Permitted Amendments consummated by the Company pursuant to this Section 2.22, any Loan Modification Offer, unless contemplating a maturity date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Company may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Company’s sole discretion and which may be waived by the Company) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class Affected Facility as to which such LenderXxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer., unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously 73 0000-0000-0000 v.2

Loan Modification Offers. (ai) The Borrowers Designated Company may, on one or more occasions, by written notice to the Administrative AgentAgent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender of Loans (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Designated Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loansnotice) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullsuch shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Each Lender of each Affected Class may elect or decline, in its sole discretion, to participate in such Loan Modification Offer. (ii) The Designated Company and each Accepting Lender shall have any obligation execute and deliver to accept the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Offer.Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class. Notwithstanding the foregoing, no Permitted Amendment shall become 278 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice from the Borrower Representative to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent, not to be unreasonably withheld, delayed or conditioned) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) of the Specified Class on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans)basis, (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and [reserved], (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment to the extent its commitment to issue Letters of Credit or make Swingline Loans, as applicable, is extended. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 5 Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)11.6. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderLxxxxx’s Loans and Commitments of such Specified Class as to which such LenderLxxxxx’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.. 140

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice from the Borrower Representative to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender 105 (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative and the Administrative Agent; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount Outstanding Amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five (5) Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)11.6. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class as to which such LenderXxxxxx’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers Borrower may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.. -91-

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Tranche A Term Loans, on one the Tranche B-2 Term Loans or Other Term Loans (an “Existing Tranche”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche A Term Loans, Tranche B Term Loans or Other Term Loans (any such Tranche A Term Loans, Tranche B-2 Term Loans or Other Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche A Term Loans, Tranche B-2 Term Loans or Other Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche A Term Loans, the Tranche B-2 Term Loans or more Classes on Other Term Loans, as the same terms case may be, of such Existing Tranche, in each case to each the extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the Eurodollar Rate “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable definition of Eurodollar Rate and/or fees payable with respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche A Term Loans or the Tranche B-2 Term Loans of such Existing Tranche, in each case, to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for other covenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to the establishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or (B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, Borrower and the Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers mayAt any time after the Effective Date, the Borrower may on one or more occasions, by written notice to the First Lien Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the First Lien Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit cashless rollovers and exchanges by Xxxxxxx). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No (b) A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by Holdings, the Borrower, each applicable Accepting Lender and the First Lien Administrative Agent; provided that no Permitted Amendment shall become effective unless Holdings and the Borrower shall have delivered to the First Lien Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the First Lien Administrative Agent in connection therewith. The First Lien Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any obligation Lender other than the applicable Accepting Lenders, effect such amendments to accept this Agreement and the other First Lien Loan Documents as may be necessary or appropriate, in the opinion of the First Lien Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder. (c) If, in connection with any proposed Loan Modification Offer., any Lender declines to consent to such Loan Modification Offer on the terms and by the deadline set forth in such Loan Modification Offer (each such Lender, a “Non-Accepting Lender”) then the Borrower may, on notice to the First Lien Administrative Agent and the Non-Accepting Lender, (i) replace such Non-Accepting Lender in whole or in part by causing such

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event the date on which such Loan Modification Offer is requested to become effective (which shall not be less than ten Business Days nor more than 60 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.25, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion), provided, that, the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that . Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrowers pursuant to this Section 2.21, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.09 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrowers’ sole discretion and which may be waived by the Borrowers) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrowers pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayAt any time after the Closing Date, the Lead Borrower may on one or more occasions, by written notice to the Administrative AgentAgent (or telephonic notice promptly confirmed thereafter by delivery of a written notice), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Lead Borrower (including mechanics to permit cashless rollovers and exchanges by Lenders). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Lead Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless the Lead Borrower shall have any obligation delivered to accept any the Administrative Agent such legal opinions, board resolutions, secretary’s certificates and officer’s certificates as shall be reasonably requested by the Administrative Agent in connection therewith, in each case substantially in the form delivered on the Closing Date (with appropriate modification thereto to reflect the nature of the Loan Modification Offer). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder.

Loan Modification Offers. (a) The Borrowers may, Each Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowerssuch Borrower; provided that (i) any such offer shall be made by the Borrowers such Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by such Borrower and (iv) in the Borrowerscase of any Permitted Amendment relating to the Revolving Loan Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x1) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those applicable to Loans set forth in Section 10.613.4, and (y2) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended.

Loan Modification Offers. (a) The Borrowers mayAt any time after the Effective Date, the Borrower may on one or more occasions, by written notice to the First Lien Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the First Lien Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit cashless rollovers and exchanges by Lenders). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No (b) A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by Holdings, the Borrower, each applicable Accepting Lender and the First Lien Administrative Agent; provided that no Permitted Amendment shall become effective unless Holdings and the Borrower shall have any obligation delivered to accept any the First Lien Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the First Lien Administrative Agent in connection therewith. The First Lien Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Offer.Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other First Lien Loan Documents as may be necessary or appropriate, in the opinion of the First -115- [EMEA_ACTIVE 302040156_13]

Loan Modification Offers. (a) The Borrowers mayAt any time after the Closing Date, the Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit cashless rollovers and exchanges by Xxxxxxx). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No (b) A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder. (c) If, in connection with any proposed Loan Modification Offer, any Lender declines to consent to such Loan Modification Offer on the terms and by the deadline set forth in such Loan Modification Offer (each such Lender, a “Non-Accepting Lender”), then the Borrower may, on notice to the Administrative Agent and the Non-Accepting Lender, (i) replace such Non-Accepting Lender in whole or in part by causing such Lender to (and such Lender shall be obligated to) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all or any part of its interests, rights and obligations under this Agreement in respect of the Loans and Commitments of the Affected Class to one or more Eligible Assignees (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that neither the Administrative Agent nor any Lender shall have any obligation to accept the Borrower to find a replacement Lender; provided, further, that (a) the applicable assignee shall have agreed to provide Loans and/or Commitments on the terms set forth in the applicable Permitted Amendment, (b) such Non-Accepting Lender shall have received payment of an amount equal to the outstanding principal of the Loans of the Affected Class assigned by it pursuant to this Section 2.24(c), accrued interest thereon, accrued fees and all other amounts (including any Loan Modification Offeramounts under Section 2.11(a)(i)) payable to it hereunder from the Borrower (in the case of any payment pursuant to Section 2.11(a)(i)) or otherwise from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) and (c) unless waived by the Administrative Agent, the Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b). (d) Notwithstanding anything to the contrary, this Section 2.24 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Tranche A Term Loans or the Tranche B Term Loans (an “Existing Tranche”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche A Term Loans or Tranche B Term Loans (any such Tranche A Term Loans or Tranche B Term Loans which have been so converted, on one or “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification OfferModificationOffer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche A Term Loans or the Tranche B Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche A Term Loans or more Classes on Tranche B Term Loans of such Existing Tranche to the same terms to each extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the 116 Eurodollar Rate “Specified Class”) to make one floor” set forth in the definition of Eurodollar Rateand/or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable fees payable with respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche A Term Loans or Tranche B TermLoans of such Existing Tranche, in each case to the extent provided that in the Loan Modification Offer, (i) any such offer shall be made by the Borrowers to all Lenders with iii)any Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for othercovenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to theestablishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or(B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fulltermsapplicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lenderunder the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any LoanModification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, in Borrower and the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madeAdministrative Agentin their reasonable discretion). No Lender shall have any obligation to accept agree to have any of itsTerm Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender wishing to have all or a portion of its Term Loans of the applicableExisting Tranche subject to such Loan Modification Offer converted into Extended Term Loans (eachsuch Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an”Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount ofits Term Loans of the applicable Existing Tranche which it has elected to request be converted intoExtended Term Loans (subject to any minimum denomination requirements set forth in such LoanModification Offer). In the event that the aggregate amount of Term Loans of the applicable ExistingTranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuantto the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Electionsshall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans ofthe applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.23, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) 2.22.1 The Borrowers may, Company may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No Lender shall have any obligation With respect to accept all Permitted Amendments consummated by the Company pursuant to this Section 2.22, any Loan Modification Offer, unless contemplating a maturity date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent, acting at the direction of the Required Lenders); provided that the Company may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Company’s sole discretion and which may be waived by the Company) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a an Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event the date on which such Loan Modification Offer is requested to become effective (which shall not be less than ten Business Days nor more than 60 Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified the Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion), provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (aa)The Borrower may at any time and from time to time request that all or a portion of the Tranche B-4 Term Loans or Other Term Loans (an “Existing Tranche”) The Borrowers maybe converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche B-4 Term Loans or Other Term Loans (any such Tranche B-4 Term Loans or Other Term Loans which have been so converted, on one or “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche B-4 Term Loans or Other Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche B-4 Term Loans or more Classes on Other Term Loans, as the same terms case may be, of such Existing Tranche, in each case to each the extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the Eurodollar RateTerm SOFR “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable definition of Eurodollar RateTerm SOFR and/or fees payable with respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche B-4 Term Loans of such Existing Tranche, in each case, to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for other covenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to the establishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or (B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, Borrower and the Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “Existing Term Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, on one or more occasions“Extended Term Loans”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Loan Modification Agreement with respect to any Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (each, who shall provide a “Loan Modification Offer”) to all the Lenders copy of one or more Classes on the same terms such notice to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended except that accept (w) the applicable scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.10 or in the Loan Modification Offer (such LendersAgreement or the Incremental Facility Amendment, the “Accepting Lenders”) and, in as the case of any Accepting Lendermay be, only with respect to the Existing Term Loan Class of Term Loans from which such Lender’s Extended Term Loans were extended, in each case as more particularly set forth in Section 2.24(c) below), (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, AHYDO Catch-Up Payments, original issue discounts, currency types and Commitments denominations and prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Specified Existing Term Loan Class as and/or (B) additional fees and/or premiums may be payable to which the Lenders providing such Lender’s acceptance has been made. No Lender shall have Extended Term Loans in addition to any obligation of the items contemplated by the preceding clause (A), in each case, to accept any Loan Modification Offer.the extent provided

Loan Modification Offers. (aa)The Borrower may at any time and from time to time request that all or a portion of the Tranche B-4 Term Loans or Other Term Loans (an “Existing Tranche”) The Borrowers maybe converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche B-4 Term Loans or Other Term Loans (any such Tranche B-4 Term Loans or Other Term Loans which have been so converted, on one or “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche B-4 Term Loans or Other Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche B-4 Term Loans or more Classes on Other Term Loans, as the same terms case may be, of such Existing Tranche, in each case to each the extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the Eurodollar Rate “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable definition of Eurodollar Rate and/or fees payable with respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche B-4 Term Loans of such Existing Tranche, in each case, to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for other covenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to the establishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or (B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, Borrower and the Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer.. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election. 134

Loan Modification Offers. (a) The Borrowers Borrower may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, the Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.611.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied notice, unless waived otherwise agreed to by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullAdministrative Agent). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.27, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “Existing Term Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, on one or more occasions“Extended Term Loans”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Loan Modification Agreement with respect to any Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (each, who shall provide a “Loan Modification Offer”) to all the Lenders copy of one or more Classes on the same terms such notice to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended except that accept (w) the applicable scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.10 or in the Loan Modification Offer (such LendersAgreement or the Incremental Facility Amendment, the “Accepting Lenders”) and, in as the case of any Accepting Lendermay be, only with respect to such Lender’s the Existing Term Loan Class of Term Loans and Commitments of such Specified Class as to from which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.Extended Term Loans were extended, in each case as more particularly set forth in Section

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender Facilities (each Class Facility subject to such a Loan Modification Offer, a an “Specified ClassAffected Facility”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class Affected Facility as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.26, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer., unless contemplating a scheduled maturity date already in effect with respect to any Loans hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Loans of any or all Affected Facilities be extended. If the aggregate principal amount of Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Loans of such Affected Facility offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Loans of such Lenders shall be extended 56 509265-2041-Active.31278172.28

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Effective Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent Required Lenders and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.22, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) any Loan Modification Offer, unless contemplating a maturity date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $20,000,000 (or such lesser amount as may be approved by the Required Lenders in their reasonable discretion); provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers Borrower may, on one or more occasions, by written notice to the Administrative AgentAgent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Term Lenders, Revolving Lenders or the Lenders of one or more Classes on the same terms “classes” or “tranches” of loans and/or commitments provided for hereunder in order to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that provide for: (i) any such offer shall be made by an extension (and not, for clarity, a shortening) of the Borrowers to all Lenders with Loans with a like final maturity date and/or amortization applicable to the applicable loans and/or commitments of the Accepting Lenders (whether under one as defined below), (ii) a change in the Applicable Margin and/or the Eurodollar Rate “floor” set forth in the definition of “Eurodollar Rate” with respect to the applicable loans and/or commitments of the Accepting Lenders, (iii) a change in any fees payable to (or more tranchesthe inclusion of additional fees to be payable to) on the Accepting Lenders and (iv) a change in the participation of prepayments of such “class” or “tranche” of Accepting Lenders to less than a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (iibut not greater than a pro rata basis) no Default with respect to any voluntary or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding mandatory prepayments hereunder. Notwithstanding anything herein to the contrary, (x) assignments the Borrower and participations of Specified Classes the Administrative Agent shall be governed entitled to enter into such amendments to this Agreement and the other Loan Documents as shall be necessary or appropriate, in the reasonable judgment of the Administrative Agent and without the consent of any other Lenders, to provide the rights and benefits of this Agreement and other Loan Documents to each new “class” or “tranche” of loans, borrowings and commitments, and related terms resulting from any Loan Modification Offer consummated in accordance with this Section 2.13 (including, without limitation, amendments to the definitions in this Agreement to designate “classes” or “tranches” of loans, borrowings and commitments, and related terms), to which amendments the Administrative Agent and the Lenders hereby consent and with respect to which the Administrative Agent and the Lenders waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit the transactions contemplated by this Section 2.13. Any such notice of a Loan Modification Offer shall set forth (i) the terms and conditions of the requested amendment and (ii) the date on which such amendment is requested to become effective (which shall not be less than five Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the same orAdministrative Agent). Any Lender wishing to accept such Loan Modification Offer shall notify the Administrative Agent in writing on or prior to the date specified in such Loan Modification Offer specifying the amount of its “class” or “tranche” of loans or commitments (such “class” or “tranche”, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those “Affected Class”) which it has elected to request be subject to such amendment (subject to any minimum denomination requirements set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullLoan Modification Offer). Permitted Amendments Such amendments shall become effective only with respect to the Loans and Commitments loans and/or commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments loans and/or commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayAt any time after the Closing Date, the Lead Borrower may on one or more occasions, by written notice to the Administrative AgentAgent (or telephonic notice promptly confirmed thereafter by delivery of a written notice), make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Lead Borrower (including mechanics to permit cashless rollovers and exchanges by Xxxxxxx). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Lead Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless the Lead Borrower shall have any obligation delivered to accept any the Administrative Agent such legal opinions, board resolutions, secretary’s certificates and officer’s certificates as shall be reasonably requested by the Administrative Agent in connection therewith, in each case substantially in the form delivered on the Closing Date (with appropriate modification thereto to reflect the nature of the Loan Modification Offer). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder.

Loan Modification Offers. (a) The Borrowers mayAt any time after the Effective Date, the Borrower may on one or more occasions, by written notice to the First Lien Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the First Lien Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit cashless rollovers and exchanges by Xxxxxxx). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No (b) A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by Holdings, the Borrower, each applicable Accepting Lender and the First Lien Administrative Agent; provided that no Permitted Amendment shall become effective unless Holdings and the Borrower shall have delivered to the First Lien Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the First Lien Administrative Agent in connection therewith. The First Lien Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other First Lien Loan Documents as may be necessary or appropriate, in the opinion of the First Lien Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder. (c) If, in connection with any proposed Loan Modification Offer, any Lender declines to consent to such Loan Modification Offer on the terms and by the deadline set forth in such Loan Modification Offer (each such Lender, a “Non-Accepting Lender”) then the Borrower may, on notice to the First Lien Administrative Agent and the Non-Accepting Lender, (i) replace such Non-Accepting Lender in whole or in part by causing such Lender to (and such Lender shall be obligated to) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all or any part of its interests, rights and obligations under this Agreement in respect of the Loans and Commitments of the Affected Class to one or more Eligible Assignees (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that neither the First Lien Administrative Agent nor any Lender shall have any obligation to accept the Borrower to find a replacement Lender; provided, further, that (a) the applicable assignee shall have agreed to provide Loans and/or Commitments on the terms set forth in the applicable Permitted Amendment, (b) such Non-Accepting Lender shall have received payment of an amount equal to the outstanding principal of the Loans of the Affected Class assigned by it pursuant to this Section 2.24(c), accrued interest thereon, accrued fees and all other amounts (including any Loan Modification Offer.amounts under Section 2.11(a)(i)) payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) and (c) unless waived, the Borrower or such Eligible Assignee shall have paid to the First Lien Administrative Agent the processing and recordation fee specified in Section 9.04(b). (d) Notwithstanding anything to the contrary, this Section 2.24 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. ARTICLE III

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “Existing Term Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, on one or more occasions“Extended Term Loans”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Loan Modification Agreement with respect to any Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (each, who shall provide a “Loan Modification Offer”) to all the Lenders copy of one or more Classes on the same terms such notice to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended except that accept (w) the applicable scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.10 or in the Loan Modification Offer (such LendersAgreement or the Incremental Facility Amendment, the “Accepting Lenders”) and, in as the case of any Accepting Lendermay be, only with respect to such Lender’s the Existing Term Loan Class of Term Loans and Commitments of such Specified Class as to from which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.Extended Term Loans were extended, in each case as more particularly set forth in Section 2.24(c) below), (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, 128 US-DOCS\115047431.4127573765.6

Loan Modification Offers. (a) The Borrowers mayAt any time after the Closing Date, the Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) ), to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit cashless rollovers and exchanges by Lenders). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No (b) A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by Holdings, the Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless Holdings and the Borrower shall have any obligation delivered to accept any the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Offer.Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.24, including any

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent) (it being agreed that any Lender approached to provide any Permitted Amendment may elect or Event of Default shall have occurred decline, in its sole discretion, to provide such Permitted Amendment (and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition Lender that fails to respond to such approach shall be satisfied unless waived by deemed to have declined to provide such Permitted Amendment, as the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in fullcase may be)). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderLxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderLxxxxx’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.133

Loan Modification Offers. (aa)The Borrower may at any time and from time to time request that all or a portion of the Tranche B-4 Term Loans or Other Term Loans (an “Existing Tranche”) The Borrowers maybe converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche B-4 Term Loans or Other Term Loans (any such Tranche B-4 Term Loans or Other Term Loans which have been so converted, on one or “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche B-4 Term Loans or Other Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche B-4 Term Loans or more Classes on Other Term Loans, as the same terms case may be, of such Existing Tranche, in each case to each the extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the Term SOFR “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable definition of Term SOFR and/or fees payable with respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche B-4 Term Loans of such Existing Tranche, in each case, to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for other covenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to the establishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or (B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, Borrower and the Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Tranche A Term Loans or the Tranche B Term Loans (an “Existing Tranche”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Tranche A Term Loans or Tranche B Term Loans (any such Tranche A Term Loans or Tranche B Term Loans which have been so converted, on one or “Extended Term Loans”) and to provide for other terms consistent with this Section 9.21; provided that no more occasionsthan two scheduled maturity dates in respect of any Loans may occur during any fiscal year of the Borrower. In order to establish Extended Term Loans, by the Borrower shall provide written notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such written notice to each of the Lenders under the applicable Existing Tranche) (each, a “Loan Modification Offer”) setting forth the terms and conditions of the Extended Term Loans to be established (which shall be identical in all material respects to the Lenders Tranche A Term Loans or the Tranche B Term Loans, as the case may be, under the Existing Tranche from which such Extended Term Loans are to be converted except that (i) all or any of one the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Tranche A Term Loans or more Classes on Tranche B Term Loans of such Existing Tranche to the same terms to each extent provided in such Lender (each Class subject to such a Loan Modification Offer, a (ii) the Applicable Margin, the Eurodollar Rate “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by floor” set forth in the Administrative Agent and reasonably acceptable definition of Eurodollar Rate and/or fees payable with 120 respect to the Borrowers; Extended Term Loans may be different from the same provisions for the Tranche A Term Loans or Tranche B Term Loans of such Existing Tranche, in each case to the extent provided that in the Loan Modification Offer, (iiii) any such offer shall be made by the Borrowers to all Lenders with Extended Term Loans with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or a less than pro rata basis (based on but not greater than a pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6respective Loan Modification Offer, and (yiv) no repayment the Loan Modification Offer may provide for other covenants and terms (A) that apply solely to any period after the latest final maturity of Specified Classes shall be permitted unless the Term Loans and Term Loan Commitments in effect on the effective date of the Loan Modification Offer immediately prior to the establishment of such repayment is accompanied Extended Term Loans, or after approval thereof by an at least pro rata repayment the Required Lenders or (B) that are less favorable to the holders of all earlier maturing the Extended Term Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated than the covenants and repaid in fullterms applicable to the Existing Tranche). Permitted Amendments The Borrower shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept provide the applicable Loan Modification Offer at least five Business Days prior to the date on which Lenders are requested to respond. Each Lender under the applicable Existing Tranche shall be afforded a pro rata opportunity to participate in any Loan Modification Offer (such Lenders, subject to notice and conditions to be agreed by the “Accepting Lenders”) and, Borrower and the Administrative Agent in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madetheir reasonable discretion). No Lender shall have any obligation to accept agree to have any of its Term Loans of any Existing Tranche converted into Extended Term Loans pursuant to any Loan Modification Offer. Any Lender wishing to have all or a portion of its Term Loans of the applicable Existing Tranche subject to such Loan Modification Offer converted into Extended Term Loans (each such Lender, an “Extending Term Lender”) shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Loan Modification Offer of the amount of its Term Loans of the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements set forth in such Loan Modification Offer). In the event that the aggregate amount of Term Loans of the applicable Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Tranche subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Tranche included in each such Extension Election.

Loan Modification Offers. (a) The Borrowers may, Lead Borrower may on one or more occasionsoccasions after the Effective Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Company. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans Advance and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans Axxxxxes and Commitments of such Specified Affected Class as to which such Lender’s acceptance axxxxxance has been made. No Lender With respect to all Permitted Amendments consummated by the Company pursuant to this Section 2.15, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.10 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25.0 million (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Lead Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Lead Borrower’s sole discretion and which may be waived by the Lead Borrower) of Commitments or Advances of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Advances of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Advances of such Affected Class offered to be extended by the Company pursuant to such Loan Modification Offer, then the Commitments and Advances of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount Outstanding Amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five (5) Business Days nor more than forty-five (45) Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.611.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower and (iv) in the case of any Permitted Amendment relating to the Revolving Loan Commitments, each Issuing Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower’s discretion, more restrictive assignment and participation provisions than those applicable to Loans set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)13.4. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Speci fied Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice from the Borrower Representative to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative and the Administrative Agent; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount Outstanding Amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative and (iv) in the case of any Permitted Amendment relating to the Revolving Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five (5) Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)11.6. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Class as to which such LenderXxxxxx’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a “Loan Modification Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Borrowers; provided that (i) any such offer shall be made by the Borrowers Borrower to all Lenders with of Term Loans with a like maturity date (whether under one or more tranches) Revolving Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans)respective Term Loans or Revolving Commitments with a like maturity date, (iias the case may be) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by offered on the same orterms to each such Lender, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be Borrower is hereby permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only to consummate from time to time transactions with respect to the Loans and Commitments of the individual Lenders of the Specified Class that accept the applicable terms contained in such Loan Modification Offers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Commitments and otherwise modify the terms of such Term Loans and/or Revolving Commitments pursuant to the terms of the relevant Loan Modification Offer (including, without limitation, by increasing the interest rate, premiums or fees payable in respect of such Lenders, Term Loans and/or Revolving Commitments (and related outstandings) and/or modifying (without increasing the “Accepting Lenders”Weighted Average Life to Maturity) and, the amortization schedule in the case respect of any Accepting Lender, only with respect to such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans, in each case as so extended, as well as the Initial Term Loans or Revolving Commitments, as applicable, in each case, not so extended, being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Commitments shall constitute a separate Class of such Specified Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.the following terms are satisfied:

Loan Modification Offers. (a) The Borrowers mayAt any time after the Effective Date, the Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one Offer or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Lo Affected Class Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit conversions, cashless rollovers and exchanges by Lenders and other repayments and reborrowings of Loans of Accepting Lenders or Non- Accepting Lenders replaced in accordance with this Section 2.24). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments Accepting Lenders (b) A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by the Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless the Borrower shall have delivered to the Administrative Agent ificates and other documents as shall be reasonably requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Lenders Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Specified Class that accept Accepting in connection with a Permitted Amendment related to Revolving Loans and/or Revolving Commitments, to reallocate, if applicable, Revolving Exposure on a pro rata basis among the applicable relevant Revolving Lenders. (c) If, in connection with any proposed Loan Modification Offer, any Lender declines to consent to such Loan Modification Offer on the terms and by the deadline set forth in such Loan Modification Offer (each such Lenders, the “Non-Accepting Lenders”) and, in the case of any Lender - Accepting Lender, only replace such Non-Accepting Lender in whole or in part by causing such Lender to (and such Lender shall be obligated to) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all or any part of its interests, rights and obligations under this Agreement in respect to such Lender’s of the Loans and Commitments of the Affected Class to one or more Eligible Assignees (which Eligible Assignee may be another Lender, if a Lender accepts such Specified Class as to which such Lender’s acceptance has been made. No assignment); provided that neither the Administrative Agent nor any Lender shall have any obligation to accept the Borrower to find a replacement Lender; provided, further, that (a) the applicable assignee shall have agreed to provide Loans and/or Commitments on the terms set forth in the applicable Permitted Amendment, (b) such Non-Accepting Lender shall have received payment of an amount equal to the outstanding principal of the Loans of the Affected Class assigned by it pursuant to this Section 2.24(c), accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) and (c) unless waived, Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b). (d) No rollover, conversion or exchange (or other repayment or termination) of Loans or Commitments pursuant to any Loan Modification Offer.Agreement in accordance with this Section 2.24 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) Notwithstanding anything to the contrary, this Section 2.24 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. -93- US-DOCS\114614260.17

Loan Modification Offers. (a) The Borrowers may, on one or more occasions, by written notice from the Borrower Representative to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower Representative, after consultation (and, with respect to any documentation requiring execution of the Administrative Agent in its capacity as such, with the consent of the Administrative Agent) with the Administrative Agent, as agent under such Loan Modification Agreement (as defined below) (such Person (who may be the Administrative Agent, if it so agrees), the “Loan Modification Agent”) and reasonably acceptable to the BorrowersBorrower Representative and the Administrative Agent; provided that (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount Outstanding Amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowersBorrower Representative. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five (5) Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Loan Modification Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)11.6. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers may, Borrower may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all (and not fewer than all) the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower. Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Loan Modification Offer and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Loan Modification Offer is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Affected Class as to which such Lender’s acceptance has been made. No Lender With respect to all Permitted Amendments consummated by the Borrower pursuant to this Section 2.24, (i) such Permitted Amendments shall have any obligation to accept not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 and (ii) any Loan Modification Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Permitted Amendment, must be in a minimum amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion); provided that the Borrower may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Permitted Amendment that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Classes be extended. If the aggregate principal amount of Commitments or Loans of any Affected Class in respect of which Lenders shall have accepted the relevant Loan Modification Offer shall exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Class offered to be extended by the Borrower pursuant to such Loan Modification Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Loan Modification Offer.

Loan Modification Offers. (a) The Borrowers mayAt any time after the Effective Date, the Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a an “Specified Affected Class”) to make effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers; provided that Borrower (including mechanics to permit cashless rollovers and exchanges by Xxxxxxx). Such notice shall set forth (i) any such offer shall be made by the Borrowers to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount terms and conditions of the applicable Loans), requested Permitted Amendment and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any date on which such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers; provided that, notwithstanding anything Permitted Amendment is requested to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6, and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full)become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such LenderXxxxxx’s Loans and Commitments of such Specified Affected Class as to which such LenderXxxxxx’s acceptance has been made. No (b) A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by Holdings, the Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted Amendment shall become effective unless Holdings and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder. (c) If, in connection with any proposed Loan Modification Offer, any Lender declines to consent to such Loan Modification Offer on the terms and by the deadline set forth in such Loan Modification Offer (each such Lender, a “Non-Accepting Lender”) then after receipt of consents from Lenders constituting the Required Lenders hereunder, the Borrower may, on notice to the Administrative Agent and the Non-Accepting Lender, (i) replace such Non-Accepting Lender in whole or in part by causing such Lender to (and such Lender shall be obligated to) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.04) all or any part of its interests, rights and obligations under this Agreement in respect of the Loans and Commitments of the Affected Class to one or more Eligible Assignees (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that neither the Administrative Agent nor any Lender shall have any obligation to accept the Borrower to find a replacement Lender; provided, further, that (a) the applicable assignee shall have agreed to provide Loans and/or Commitments on the terms set forth in the applicable Permitted Amendment, (b) such Non-Accepting Lender shall have received payment of an amount equal to the outstanding principal of the Loans of the Affected Class assigned by it pursuant to this Section 2.24(c), accrued interest thereon, accrued fees and all other amounts (including any Loan Modification Offeramounts under Section 2.11(a)(i)) payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) and (c) unless waived, the Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b).