Common use of Extended Term Loans Clause in Contracts

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be identical to the Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Borrower may at any time and from time to time request that all or a portion of the any Tranche of Term Loans under any Facility (each, an “Existing Term Loan FacilityTranche”) ), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any principal amount of such Existing Term Loans Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the Class of proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loans Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable of such Existing Term Loan Extension Amendment; Tranche; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) no Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the date on which prepayment of such Extended Term Loans) as may be agreed by Borrower and the Lenders thereof and (vi) such Extended Term Loans under may have other terms (other than those described in the Class preceding clauses (i) through (v)) that differ from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans under such Class that were not convertedthan the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Tranche of Extended Term Loans. (b) The [Reserved]. (c) Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Term Loans under such Class being converted the applicable Existing Term Loan Tranche exceeds the amount of Extended Term Loans requested pursuant to the such Extension Request, Term Loans of such Existing Term Loan Tranche, subject to such Extension Elections shall either (i) be converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in each such Extension ElectionElections, subject to such rounding requirements as may be established by the Administrative Agent or (ii) to the extent such option is expressly set forth in the applicable Extension Request, be converted to Extended Term Loans upon an increase in the amount of Extended Term Loans so that such excess does not exist. (cd) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Loan Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.14(a) above (but which shall not require the consent of any other Lender). Each Term Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment shall be binding on Amendment. After giving effect to the LendersExtension, the Loan Parties Term Loans so extended shall cease to be a part of the Tranche they were a part of immediately prior to the Extension. (e) Extensions consummated by Borrower pursuant to this Section 2.14 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.14; provided that such consent shall not be deemed to be an acceptance of any Extension Request. (f) Each of the parties heretohereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) reasonably necessary to (i) reflect the existence and terms of any Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 5.02(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 5.02(a)), (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 13.12(d), (iv) establish new Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches, in each case, on terms consistent with this Section 2.14 and (v) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 2.14, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment. In connection with any Term Loan Extension AmendmentExtension, the Loan Credit Parties shall (at their expense) amend (and the Collateral Administrative Agent shall enter into such amendments is hereby directed to amend) any Mortgage that has a maturity date prior to the Collateral Documents Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be reasonably requested advised by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of local counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contraryAdministrative Agent), to the extent required pursuant to applicable local law.

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Lead Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans, the Extended Term Loans under or any Facility Tranche of Incremental Term Loans (each, an “Existing Initial Term Loan Facility”) Tranche,” “Existing Extended Term Loan Tranche” and “Existing Incremental Term Loan Tranche,” respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Initial Term Loans, Extended Term Loans or Incremental Term Loans (any such Term Loans which have been so converted, “Extended Initial Term Loans”,” “Extended Existing Term Loans” and “Extended Incremental Term Loans,” respectively) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term Lenders, in each case, Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Lead Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Tranche from which they such Term Loans were converted converted) are repaid in full full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Term Loans under such Class that were not convertedof a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Tranche of Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request Series with respect to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Existing Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentTranche. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a1) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time request that all or a portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, by the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be identical to the Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such any Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis (based on the amount aggregate outstanding Term Loans of such Class), and on the same terms to each such Lender (“Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time to extend the maturity date of such Lender’s Term Loans of such Class and to otherwise modify the terms of such Lender’s Term Loans of such Class pursuant to the terms of the relevant Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans). Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extended Term Lender”) will be established under this Agreement through an Additional Credit Extension Amendment reflecting the terms of the extended Term Loans established thereby (each such extended Term Loan, an “Extended Term Loan”). Each Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment shall become effective, which shall be a date not earlier than ten (10) Business Days after the date on which the Extension Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). (2) The Borrower and each Extended Term Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extended Term Lender. Each Additional Credit Extension Amendment shall specify the terms of the applicable Extended Term Loans; provided, that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and participation in mandatory prepayments (which shall be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans shall, except as permitted below, have (x) the same terms as the existing Class of Term Loans included in each from which they are extended or (y) such Extension Election. (c) other terms as shall be reasonably satisfactory to the Administrative Agent; provided that, the terms applicable to any such Extended Term Loans shall be established pursuant or Extended Revolving Commitments (except as expressly permitted above and except for covenants or other provisions applicable only to an amendment periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (a “Term Loan Extension Amendment”) except to the extent that this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph is amended (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with incorporate such more restrictive provisions for the benefit of the applicable Collateral Documents and then existing Lenders), (ii) the final maturity date of any Extended Term Loans shall deliver be no earlier than the Maturity Date of the Class of Term Loans to which such other documentsExtension Offer relates, certificates and opinions (iii) the Weighted Average Life to Maturity of counsel in connection therewith as may any Extended Term Loans shall be requested no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such Extension Offer relates, (iv) all Extended Term Loans shall be Guaranteed by the Guarantors and secured by the same Collateral Agentequally with the then existing Loans and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the then outstanding Term Loans in any mandatory prepayment thereunder. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of the any Tranche of Term Loans under any Facility (each, an “Existing Term Loan FacilityTranche”) ), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any principal amount of such Existing Term Loans Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the Class of proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loans Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable of such Existing Term Loan Extension Amendment; Tranche; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) no Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the date on which prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans under may have other terms (other than those described in the Class preceding clause (i) through (v)) that differ from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans under such Class that were not convertedthan the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Tranche of Extended Term Loans. (b) The [Reserved]. (c) Lead Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Term Loans under such Class being converted the applicable Existing Term Loan Tranche exceeds the amount of Extended Term Loans requested pursuant to the such Extension Request, Term Loans of such Existing Term Loan Tranche, subject to such Extension Elections shall either (i) be converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in each such Extension ElectionElections, subject to such rounding requirements as may be established by the Administrative Agent or (ii) to the extent such option is expressly set forth in the applicable Extension Request, be converted to Extended Term Loans upon an increase in the amount of Extended Term Loans so that such excess does not exist. (cd) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Loan Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.14(a) above (but which shall not require the consent of any other Lender). Each Term Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment shall be binding on Amendment. After giving effect to the LendersExtension, the Loan Parties Term Loans so extended shall cease to be a part of the Tranche they were a part of immediately prior to the Extension. (e) Extensions consummated by the Borrowers pursuant to this Section 2.14 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.14; provided that such consent shall not be deemed to be an acceptance of any Extension Request. (f) Each of the parties heretohereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) reasonably necessary to (i) reflect the existence and terms of any Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 5.02(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 5.02(a)), (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 13.12(d), (iv) establish new Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches, in each case, on terms consistent with this Section 2.14 and (v) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of this Section 2.14, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment. In connection with any Term Loan Extension AmendmentExtension, the Loan Credit Parties shall (at their expense) amend (and the Collateral Administrative Agent shall enter into such amendments is hereby directed to amend) any Mortgage that has a maturity date prior to the Collateral Documents Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be reasonably requested advised by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of local counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contraryAdministrative Agent), to the extent required pursuant to applicable local law.

Extended Term Loans. (ai) The Borrower may at On the Amendment No. 4 Effective Date, in accordance with, and upon the terms and conditions set forth in, Amendment No. 4, (x) any time and from time to time request that all or a portion of the Existing Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “each Non-Extended Term Loans”) Lender outstanding on such date shall continue hereunder and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the be reclassified as Non-Extended Term Loans to be established which shall be identical to the Class of on such date and (y) any Existing Term Loans from which of each Extended Term Lender outstanding on such date shall continue hereunder and be reclassified as an Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment;on such date. (ii) the interest margins with respect Notwithstanding anything to the contrary in this Agreement: (A) on the Amendment No. 4 Effective Date, (x) Non-Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established deemed made as Eurocurrency Rate Loans in a principal amount equal to the principal amount of the Existing Term Loans reclassified as Non-Extended Term Loans and Extended Term Loans, as applicable, pursuant to an amendment Section 2.01(e)(i) that were outstanding as Eurocurrency Rate Loans at the time of reclassification, (a “Term Loan Extension Amendment”y) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Non-Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties Loans and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit described in clause (x) above shall be of the applicable Collateral Documents Types and have the Interest Periods (if applicable) as set forth in Committed Loan Notices delivered by the Borrower prior to the Amendment No. 4 Effective Date, with any such Interest Periods to commence on the Amendment No. 4 Effective Date; and (B) each Non-Extended Term Loan and Extended Term Loan shall deliver be entitled to receive on the Amendment No. 4 Effective Date all accrued and unpaid interest with respect to the Existing Term Loan from which such other documentsNon-Extended Term Loan and Extended Term Loan, certificates and opinions of counsel as applicable, was reclassified up to but excluding the Amendment No. 4 Effective Date. No costs shall be payable under Section 3.05 to Extended Term Lenders in connection therewith as may be requested by the Collateral Agentwith transactions consummated under this Section 2.01(e)(ii). (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16SECTION 2.06. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Class of Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted of such Existing Term Loan Class and upfront fees may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity Maturity Date of all Classes any Class of Term Loans and Revolving Commitments in effect outstanding on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Existing Term Loan Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Existing Term Loan Class. (b) Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph clause (a) above (but which shall not require the consent of any other LenderLender other than those consents provided pursuant to this Agreement). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Loans of any Class in an aggregate principal amount of not less than $50.0 million (or, if less, all remaining Term Loans under any Facility of such Class) (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Loans under the Existing Term Loan Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Term Loan Class of Term Loans being converted to the extent provided in the applicable Term Loan Additional Credit Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins Applicable Margin for the Loans of such Existing Term Loan Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;; and (iii) the Term Loan Additional Credit Extension Amendment may provide for other covenants and terms that apply solely to any period only after the latest final maturity date of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term then outstanding Loans; and. (ivb) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Additional Credit Extension AmendmentAmendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Loans of the Existing Term Loans Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension ElectionElection (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Additional Credit Extension Amendment”) Amendment to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other LenderLender other than those consents required pursuant to this Agreement). Each Term Loan Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Additional Credit Extension Amendment, the Loan Parties and the Collateral Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan. (de) This Section 2.16 shall supersede any The provisions in of this Section 2.13 or 10.01 shall override any provision of Section 11.01 to the contrary.

Extended Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.5. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Facility to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins and call protection with respect to the Extended Term Loans may be different than the interest margins and call protection for the Class of Term Loans being converted of such Existing Term Loan Facility and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of the Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class Existing Term Loan Facility from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not convertedExisting Term Loan Facility. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Extension Series with respect to such Existing Term LoansLoan Facility. (b) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respond. No respond (or such shorter period as may be agreed by the Administrative Agent).No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted the Existing Term Loan Facility subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.17. In order to establish any Extended Term Loans, the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Facility) Facility in respect of which such request is being made (an “Extension Request”or, at the option of the Borrower, to the Administrative Agent, who shall provide a copy to such Lenders) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to as agreed among the Class of Term Loans from which Borrower and the Lenders providing such Extended Term Loans are to be converted except Loans, it being understood that: : (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided as set forth in the applicable Term Loan Extension Amendment; , subject to the provisos below, (ii) the interest margins All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the interest margins All-In Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term LendersLoan Facility, in each case, to the extent provided in the applicable Term Loan Extension Amendment; , (iii) the Term Loan Extension Amendment may provide for other covenants [reserved], and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms (other than as to scheduled amortization and final maturity date) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than scheduled amortization and in the case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be optionally prepaid earlier than the final maturity of the Existing Term Loan Facility being extended and (B) the scheduled amortization applicable to such Extended Term Loans shall not exceed (or occur on different dates than) the scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Facility being extended) at any time prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment final maturity of the Existing Term Loans under such Class that were not convertedLoan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than $5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request to all Lenders (which may be in the form of such Class that is subject a term sheet) to the Extension Request Lenders under the Existing Term Loan Facility being requested to extend (or, at least five (5) Business Days prior the option of the Borrower, to the date on which Lenders under Administrative Agent, who shall provide a copy to such Class being converted are requested to respondLenders). No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension RequestRequest or offer made pursuant to clause (e) below. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Borrower or, if acting as the Borrower’s arranger or agent, the Administrative Agent (an each, a “Term Loan Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent)Loans. In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Facility in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans requested to be extended pursuant to the Extension Request, the Borrower may choose which Term Loans subject to Term Loan Extension Elections shall be converted to Extended Term Loans on a pro rata basis (subject to rounding by the Borrower or, if acting as the Borrower’s arranger or agent, the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Term Loan Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to Amendment amending the terms of this Agreement among the Borrower, the Administrative Agent Borrower and each Extending Term Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.17(a) above and reasonably satisfactory to the Borrower and the Extending Term Lenders; provided that, except to the extent permitted pursuant to the terms of this Section 2.17, no Extension Amendment shall, unless in writing and signed by the Administrative Agent in addition to the Borrower and the Extending Term Lenders providing an Extended Term Loan thereunder, adversely affect the rights or administrative duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document (but which as determined by the Administrative Agent in good faith, acting reasonably) (it being understood and agreed that, for the avoidance of doubt, the extension of maturity of Loans and Commitments pursuant to this Section shall not require so affect the consent Administrative Agent for purposes of this proviso). The effectiveness of any other Lender). Each Term Loan Extension Amendment shall be binding subject to any applicable Extension Minimum Condition (unless waived by the Borrower) and, to the extent reasonably requested by the Extending Term Lenders, be subject to receipt by the Extending Term Lenders of (i) board resolutions and officers’ certificates consistent with those delivered on the LendersClosing Date, (ii) customary opinions of counsel to the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into (iii) supplemental or reaffirmation agreements and/or such amendments to the Collateral Documents and/or the Guaranty as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) Extending Term Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Extending Term Lenders shall promptly notify the Administrative Agent as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Person, to the extent reasonably required to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.17(a)) and (ii) effect such other documents, certificates amendments to this Agreement and opinions of counsel in connection therewith the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Extending Term Lenders and the Borrower, to effect the provisions of this Section, and the Administrative Agent (as applicable) and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent, the Extending Term Lenders and the Borrower to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.17 (including payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the Collateral Agentrelevant Extension Amendment). (d) No conversion of Loans pursuant to any Term Loan Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) Notwithstanding anything to the contrary contained herein, at any time, the Borrower may offer any Lender of the relevant Existing Term Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Term Loan Extension Election in respect of all or a portion of its Term Loans on or prior to the date specified in the Extension Request relating to such Term Loan Extension Series the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Facility into Extended Term Loans under such Term Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Extending Term Lenders, (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Facility into Extended Term Loans pursuant to the respective Extension Request and (z) shall result in proportionate increases to the scheduled amortization payments, if any, otherwise owing with respect to the Term Loan Extension Series and (B) any Lender which agrees to an extension pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Borrower and executed by such Xxxxxx and the Borrower (and the Required Lenders hereby irrevocably authorize the Administrative Agent, the Extending Term Lenders and the Borrower to enter into any such joinder agreement). The joining Lender shall deliver a copy of such joinder to the Administrative Agent promptly (and, in any event, within three (3) Business Days) after the execution thereof; provided that such delivery to the Administrative Agent shall not to be a condition to the effectiveness of any such joinder. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Term Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Term Loan Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, notwithstanding anything to the contrary set forth in Section 10.01, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the applicable Existing Term Loan Facility in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Term Loan Extension Series into which such other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, and (ii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the last sentence of Section 2.17(c). (g) This Section 2.16 2.17 shall supersede any provisions in Section 2.13 2.05, Section 2.12, Section 2.13, Section 4.02, Section 8.03 or Section 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Company may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class in an aggregate principal amount of not less than $50,000,000 (or, if less the entire remaining amount of such Class) (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.20. In order to establish any Extended Term Loans, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Class of Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Additional Credit Extension Amendment; (ii) the interest margins and call protection with respect to the Extended Term Loans may be different than the interest margins Applicable Rate for the Class of Term Loans being converted of such Existing Term Loan Class and upfront fees may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;; and (iii) the Term Loan Additional Credit Extension Amendment may provide for other covenants and terms that apply solely to any period only after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; andMaturity Date. (ivb) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Additional Credit Extension AmendmentAmendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower Company shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days Days, or such shorter period as the Administrative Agent may agree, prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Company). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension ElectionElection (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Additional Credit Extension Amendment”) Amendment to this Agreement among the BorrowerCompany, Solvest (solely in the case of Extended Term Loans of Solvest), the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other LenderLender other than those consents required pursuant to this Agreement). Each Term Loan Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Additional Credit Extension Amendment, the Loan Parties and the Collateral Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan. (de) This The provisions of this Section 2.16 2.20 shall supersede override any provisions in provision of Section 2.13 or 10.01 9.02 to the contrary.

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Borrower may at any time and from time to time request that all or a portion of the any Tranche of Term Loans under any Facility (each, an “Existing Term Loan FacilityTranche”) ), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term Lenders, in each case, Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) no Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of such Extended Term Loans) as may be agreed by the Term Loans under such Class that were not convertedBorrower and the Lenders thereof. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the requirements set forth above any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Tranche of Extended Term Loans. (b) [Reserved]. (c) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Term Loans under such Class being converted the applicable Existing Term Loan Tranche exceeds the amount of Extended Term Loans requested pursuant to the such Extension Request, Term Loans of such Existing Term Loan Tranche, subject to such Extension Elections shall either (i) be converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in each such Extension ElectionElections, subject to such rounding requirements as may be established by the Administrative Agent or (ii) to the extent such option is expressly set forth in the applicable Extension Request, be converted to Extended Term Loans upon an increase in the amount of Extended Term Loans so that such excess does not exist. (cd) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Loan Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.14(a) above (but which shall not require the consent of any other Lender). Each Term Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment shall be binding on Amendment. After giving effect to the LendersExtension, the Loan Parties Term Loans so extended shall cease to be a part of the Tranche they were a part of immediately prior to the Extension. (e) Extensions consummated by the Borrower pursuant to this Section 2.14 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.14; provided that such consent shall not be deemed to be an acceptance of any Extension Request. (f) Each of the parties heretohereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) reasonably necessary to (i) reflect the existence and terms of any Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 5.02(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 5.02(a)), (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 13.12(d), (iv) establish new Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches, in each case, on terms consistent with this Section 2.14 and (v) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment. In connection with any Term Loan Extension AmendmentExtension, the Loan Credit Parties shall (at their expense) amend (and the Collateral Administrative Agent shall enter into such amendments is hereby directed to amend) any Mortgage that has a maturity date prior to the Collateral Documents Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be reasonably requested advised by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of local counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contraryAdministrative Agent), to the extent required pursuant to applicable local law.

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Borrower may at any time and from time to time request that all or a portion of the any Tranche of Term Loans under any Facility (each, an “Existing Term Loan FacilityTranche”) ), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term Lenders, in each case, Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) no Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the date on which prepayment of such Extended Term Loans) as may be agreed by the Borrower and the Lenders thereof; and (vi) such Extended Term Loans under may have other terms (other than those described in the Class preceding clauses (i) through (v)) that differ from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment those of the Existing Term Loan Tranche, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans under such Class that were not convertedthan the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the requirements set forth above any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Tranche of Extended Term Loans. (b) [Reserved]. (c) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Term Loans under such Class being converted the applicable Existing Term Loan Tranche exceeds the amount of Extended Term Loans requested pursuant to the such Extension Request, Term Loans of such Existing Term Loan Tranche, subject to such Extension Elections shall either (i) be converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in each such Extension ElectionElections, subject to such rounding requirements as may be established by the Administrative Agent or (ii) to the extent such option is expressly set forth in the applicable Extension Request, be converted to Extended Term Loans upon an increase in the amount of Extended Term Loans so that such excess does not exist. (cd) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Loan Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.14(a) above (but which shall not require the consent of any other Lender). Each Term Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment shall be binding on Amendment. After giving effect to the LendersExtension, the Loan Parties Term Loans so extended shall cease to be a part of the Tranche they were a part of immediately prior to the Extension. (e) Extensions consummated by the Borrower pursuant to this Section 2.14 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.14; provided that such consent shall not be deemed to be an acceptance of any Extension Request. (f) Each of the parties heretohereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) reasonably necessary to (i) reflect the existence and terms of any Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 5.02(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 5.02(a)), (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 13.12(d), (iv) establish new Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches, in each case, on terms consistent with this Section 2.14 and (v) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment. In connection with any Term Loan Extension AmendmentExtension, the Loan Credit Parties shall (at their expense) amend (and the Collateral Administrative Agent shall enter into such amendments is hereby directed to amend) any Mortgage that has a maturity date prior to the Collateral Documents Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be reasonably requested advised by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of local counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contraryAdministrative Agent), to the extent required pursuant to applicable local law.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.17. In order to establish any Extended Term Loans, the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such applicable Existing Term Loan Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered to each Lender under such Existing Term Loan Facility in accordance with its Pro Rata Share with respect thereto and (y) be identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided as set forth in the applicable Term Loan Extension Amendment; , subject to the provisos below, (ii) the interest margins All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the interest margins All-In Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term LendersLoan Facility, in each case, to the extent provided in the applicable Term Loan Extension Amendment; , (iii) the Term Loan applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans Latest Maturity Date, and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms (other than as to scheduled amortization and final maturity date) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than scheduled amortization and in the case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be optionally prepaid earlier than the final maturity of the Existing Term Loan Facility being extended and (B) scheduled amortization applicable to such Extended Term Loans shall not exceed (or occur on different dates than) the scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Facility being extended) at any time prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment final maturity of the Existing Term Loans under such Class that were not convertedLoan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than C$5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than C$5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request (which may be in the form of a term sheet posted to all Lenders a website for the benefit of such Class that is subject to the Extension Request Lenders) at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respondrespond (although any changes to terms previously announced shall only require one (1) Business Day’s notice), and shall agree to such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension RequestRequest or offer made pursuant to clause (e) below. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an each, a “Term Loan Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any customary minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Facility in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans requested to be extended pursuant to the Extension Request, Term Loans subject to Term Loan Extension Elections shall be converted to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Term Loan Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to Amendment amending the terms of this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.17(a) above and reasonably satisfactory to the Administrative Agent. Each such Extension Amendment shall include representations (but which x) as to the accuracy of representations and warranties set forth in Article V of this Agreement and in the other Loan Documents in all material respects immediately before and after giving effect to such Extension Amendment and the transactions contemplated thereby and (y) that no Default shall not require have occurred and be continuing as of the consent effective date of such Extension Amendment, after giving effect to such Extension Amendment and the transactions contemplated thereby. The effectiveness of any other Lender). Each Term Loan Extension Amendment shall be binding subject to any applicable Extension Minimum Condition (unless waived by the Borrower) and, to the extent reasonably requested by the Administrative Agent, be subject to receipt by the Administrative Agent of (i) board resolutions and officers’ certificates consistent with those delivered on the LendersClosing Date, (ii) customary opinions of counsel to the Loan Parties reasonably acceptable to the Administrative Agent and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into (iii) supplemental or reaffirmation agreements and/or such amendments to the Collateral Documents (including Mortgage amendments) and/or the Guaranty as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.17(a)) and (ii) effect such other documents, certificates amendments to this Agreement and opinions of counsel in connection therewith the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.17 (including payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the Collateral Agentrelevant Extension Amendment). (d) No conversion of Loans pursuant to any Term Loan Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) Notwithstanding anything to the contrary contained above, at any time following the establishment of a Term Loan Extension Series (and so long as the last sentence of Section 2.17(b) was not applicable thereto), the Borrower may offer any Lender of the relevant Existing Term Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Term Loan Extension Election in respect of all or a portion of its Term Loans on or prior to the date specified in the Extension Request relating to such Term Loan Extension Series the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Facility into Extended Term Loans under such Term Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Facility into Extended Term Loans pursuant to the respective Extension Request and (z) shall result in proportionate increases to the scheduled amortization payments, if any, otherwise owing with respect to the Term Loan Extension Series, (B) any Lender which agrees to an extension pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Lender, the Administrative Agent, the Borrower (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement) and (C) the Term Loans of any such Lender that are converted pursuant to this clause (e) shall be in an aggregate principal amount that is not less than C$1,000,000 (or, if such Lender’s outstanding Term Loans amount is less than C$1,000,000, such lesser amount), unless each of the Borrower and the Administrative Agent otherwise consents. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Term Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Term Loan Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, notwithstanding anything to the contrary set forth in Section 10.01, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the applicable Existing Term Loan Facility in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Term Loan Extension Series into which such other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.17(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the last sentence of Section 2.17(c). (g) This Section 2.16 2.17 shall supersede any provisions in Section 2.13 2.05, Section 2.12, Section 2.13, Section 8.03 or Section 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16SECTION 2.06. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Class of Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Extension Amendment, or, if no scheduled amortization payments apply to such Existing Term Loan Class, scheduled amortization payments may apply to such Extended Term Loans after the Maturity Date of such Existing Term Loan Class; (ii) the interest margins rates and call protection with respect to the Extended Term Loans may be different than the interest margins rates and call protection for the Class of Term Loans being converted of such Existing Term Loan Class and upfront fees fees, premiums, and AHYDO payments may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Extension Amendment;; and (iii) the Term Loan Extension Amendment may provide for other except as to interest rates, fees, premiums, amortization, prepayments, AHYDO payments and, subject to clause (i) above, scheduled amortization (which shall, subject to the terms of this SECTION 2.06, be determined by the Borrower and set forth in the relevant offer of Extended Term Loans), Extended Term Loans with covenants and events of default which, if not consistent with the terms that of the existing Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the existing Term Loans unless (x) the Lenders of the existing Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on Maturity Date applicable to the effective date of the Existing Term Loan Extension Amendment immediately prior to Class at the establishment of time such Extended Term Loans; andLoans are made or converted from an Existing Term Loan Class. (ivb) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph clause (a) above (but which shall not require the consent of any other LenderLender other than those consents provided pursuant to this Agreement). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.06. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Class of Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Extension Amendment, or, if no scheduled amortization payments apply to such Existing Term Loan Class, scheduled amortization payments may apply to such Extended Term Loans after the Maturity Date of such Existing Term Loan Class; (ii) the interest margins rates and call protection with respect to the Extended Term Loans may be different than the interest margins rates and call protection for the Class of Term Loans being converted of such Existing Term Loan Class and upfront fees fees, premiums, and AHYDO payments may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Extension Amendment;; and (iii) the Term Loan Extension Amendment may provide for other except as to interest rates, fees, premiums, amortization, prepayments, AHYDO payments and, subject to clause (i) above, scheduled amortization (which shall, subject to the terms of this Section 2.06, be determined by the Borrower and set forth in the relevant offer of Extended Term Loans), Extended Term Loans with covenants and events of default which, if not consistent with the terms that of the existing Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the existing Term Loans unless (x) the Lenders of the existing Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on Maturity Date applicable to the effective date of the Existing Term Loan Extension Amendment immediately prior to Class at the establishment of time such Extended Term Loans; andLoans are made or converted from an Existing Term Loan Class. (ivb) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph clause (a) above (but which shall not require the consent of any other LenderLender other than those consents provided pursuant to this Agreement). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan FacilityTranche”) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so convertedamended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Class of Loans under the applicable Existing Term Loans from Loan Tranche to which such amended Extended Term Loans are to be converted relate, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class Loans of such Existing Term Loans being converted Loan Tranche, to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class Loans of such Existing Term Loans being converted and upfront fees may be paid to the Extending Term LendersLoan Tranche, in each case, to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and and (iv) no Extended Term Loans may have optional prepayment terms (including call protection) as may be optionally prepaid agreed by the Borrower and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Term Loan Tranche (as originally in effect prior to the date on which the any amortization or prepayments thereto) and (D) any such Extended Term Loans under (and the Class from which they were converted are repaid in full unless such optional prepayment is accompanied Liens securing the same) shall be permitted by a pro rata optional prepayment the terms of the Term Loans under such Class that were not convertedABL Credit Agreement and the Intercreditor Agreement (in each case, to the extent the ABL Credit Agreement and the Intercreditor Agreement are then in effect). Any Extended Term Loans converted amended pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Term LoansLoans incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respondrespond (or such shorter period as shall be acceptable to the Administrative Agent in any given case), and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche amended (and converted into Extended Term Loans Loans) pursuant to any Extension Request. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request amended and converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Class Loan Tranche which it has elected to request be amended and converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be amended and converted to Extended Term Loans on a pro rata basis based on the aggregate principal amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.16(a) above (but which shall not require the consent of any other Lender). Each Term Loan The effectiveness of any Extension Amendment shall be binding subject to the satisfaction on the Lenders, date thereof of each of the Loan Parties conditions set forth in Section 4.02 and such other conditions as may be specified in the other parties hereto. In connection with any Term Loan applicable Extension Amendment, the Loan Parties Extension Minimum Condition (unless waived by the Borrower) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Collateral Restatement Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent shall enter into and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby (x) agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Loans required pursuant to Section 2.07), (iii) make such other documents, certificates changes to this Agreement and opinions the other Loan Documents consistent with the provisions and intent of counsel in connection therewith the second paragraph of Section 10.01 and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment and (y) consent to the transactions contemplated by this Section 2.16 (including, for the Collateral Agentavoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). (d) No conversion, amendment or extension of Loans pursuant to any Extension Amendment in accordance with this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Loans under the applicable Existing Term Loan Tranche in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Loans were initially amended, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.16(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in clause (i), (ii), (iii) and (iv) of the last sentence of Section 2.16(c).

Extended Term Loans. (ai) The Borrower may at On the Amendment No. 4 Effective Date, in accordance with, and upon the terms and conditions set forth in, Amendment No. 4, (x) any time and from time to time request that all or a portion of the Existing Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “each Non-Extended Term Loans”) Lender outstanding on such date shall continue hereunder and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the be reclassified as Non-Extended Term Loans to be established which shall be identical to the Class of on such date and (y) any Existing Term Loans from which of each Extended Term Lender outstanding on such date shall continue hereunder and be reclassified as an Extended Term Loans are to be converted except that:on such date. (i) all or any of Notwithstanding anything to the scheduled amortization payments of principal of contrary in this Agreement: (A) on the Amendment No. 4 Effective Date, (x) Non-Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established deemed made as Eurocurrency Rate Loans in a principal amount equal to the principal amount of the Existing Term Loans reclassified as Non-Extended Term Loans and Extended Term Loans, as applicable, pursuant to an amendment Section 2.01(e)(i) that were outstanding as Eurocurrency Rate Loans at the time of reclassification, (a “Term Loan Extension Amendment”y) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Non-Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties Loans and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit described in clause (x) above shall be of the applicable Collateral Documents Types and have the Interest Periods (if applicable) as set forth in Committed Loan Notices delivered by the Borrower prior to the Amendment No. 4 Effective Date, with any such Interest Periods to commence on the Amendment No. 4 Effective Date; and (B) each Non-Extended Term Loan and Extended Term Loan shall deliver be entitled to receive on the Amendment No. 4 Effective Date all accrued and unpaid interest with respect to the Existing Term Loan from which such other documentsNon-Extended Term Loan and Extended Term Loan, certificates and opinions of counsel as applicable, was reclassified up to but excluding the Amendment No. 4 Effective Date. No costs shall be payable under Section 3.05 to Extended Term Lenders in connection therewith as may be requested by the Collateral Agentwith transactions consummated under this Section 2.01(e)(ii). (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be identical to the Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) : all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) ; the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) ; the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) and no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) . The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) . Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. (d) . This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.17. In order to establish any Extended Term Loans, the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such applicable Existing Term Loan Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Facility and (y) be identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided as set forth in the applicable Term Loan Extension Amendment; , subject to the provisos below, (ii) the interest margins All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the interest margins All-In Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term LendersLoan Facility, in each case, to the extent provided in the applicable Term Loan Extension Amendment; , (iii) the Term Loan applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans; and ), and (iv) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms (other than as to scheduled amortization and final maturity date) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid or mandatorily repaid (other than scheduled amortization and in the case of a prepayment under Section 2.05(b)(iii)(B)) prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Facility from which they were converted converted) are repaid in full full, unless such optional prepayment or repayment is in accordance with the theretofore existing provisions of this Agreement or is accompanied by at least a pro rata optional prepayment or repayment of such other Term Loans, as applicable; provided, further, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Facility being extended and (B) scheduled amortization applicable to such Extended Term Loans shall not exceed (or occur on different dates than) the scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans under such Class that were not convertedare being extended (which regular amortization in the same amounts may continue after the date referenced in clause (x) below) at any time prior to the final maturity of the Existing Term Loan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than a Dollar Amount of $10,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than a Dollar Amount of $10,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request (which may be in the form of a term sheet posted to all Lenders a website for the benefit of such Class that is subject to the Extension Request Lenders) at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respondrespond (although any changes to terms previously announced shall only require two (2) Business Days’ notice), and shall agree to such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension RequestRequest or offer made pursuant to clause (e) below. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an each, a “Term Loan Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any customary minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Facility in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans requested to be extended pursuant to the Extension Request, Term Loans subject to Term Loan Extension Elections shall be converted to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Term Loan Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to Amendment amending the terms of this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.17(a) above and reasonably satisfactory to the Administrative Agent. Each such Extension Amendment shall include representations (but which x) as to the accuracy of representations and warranties set forth in Article V of this Agreement and in the other Loan Documents in all material respects immediately before and after giving effect to such Extension Amendment and the transactions contemplated thereby and (y) that no Default shall not require have occurred and be continuing as of the consent effective date of such Extension Amendment, after giving effect to such Extension Amendment and the transactions contemplated thereby. The effectiveness of any other Lender). Each Term Loan Extension Amendment shall be binding subject to any Extension Minimum Condition (unless waived by the Borrower) and, to the extent reasonably requested by the Administrative Agent, be subject to receipt by the Administrative Agent of (i) board resolutions and officers’ certificates consistent with those delivered on the LendersClosing Date, (ii) customary opinions of counsel to the Loan Parties reasonably acceptable to the Administrative Agent and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into (iii) supplemental or reaffirmation agreements and/or such amendments to the Collateral Documents and/or the Guaranty as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.17(a)) and (ii) effect such other documents, certificates amendments to this Agreement and opinions of counsel in connection therewith the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.17 (including payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the Collateral Agentrelevant Extension Amendment). (d) No conversion of Loans pursuant to any Term Loan Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) Notwithstanding anything to the contrary contained above, at any time following the establishment of a Term Loan Extension Series (and so long as the last sentence of Section 2.17(b) was not applicable thereto), the Borrower may offer any Lender of the relevant Existing Term Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Term Loan Extension Election in respect of all or a portion of its Term Loans on or prior to the date specified in the Extension Request relating to such Term Loan Extension Series the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Facility into Extended Term Loans under such Term Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Facility into Extended Term Loans pursuant to the respective Extension Request and (z) shall result in proportionate increases to the scheduled amortization payments, if any, otherwise owing with respect to the Term Loan Extension Series, (B) any Lender which agrees to an extension pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Lender, the Administrative Agent, the Borrower (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement) and (C) the Term Loans of any such Lender that are converted pursuant to this clause (e) shall be in an aggregate principal amount that is not less than a Dollar Amount of $1,000,000 (or, if such Lender’s outstanding Term Loans amount is less than a Dollar Amount of $1,000,000, such lesser amount), unless each of the Borrower and the Administrative Agent otherwise consents. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Term Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Term Loan Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, notwithstanding anything to the contrary set forth in Section 10.01, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the applicable Existing Term Loan Facility in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Term Loan Extension Series into which such other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.17(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the last sentence of Section 2.17(c). (g) This Section 2.16 2.17 shall supersede any provisions in Section 2.13 2.05, Section 2.12, Section 2.13, Section 8.03 or Section 10.01 to the contrary.

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans, the Extended Term Loans under or any Facility Tranche of Incremental Term Loans (each, an “Existing Initial Term Loan Facility”) Tranche,” “Existing Extended Term Loan Tranche” and “Existing Incremental Term Loan Tranche,” respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Initial Term Loans, Extended Term Loans or Incremental Term Loans (any such Term Loans which have been so converted, “Extended Initial Term Loans”,” “Extended Existing Term Loans” and “Extended Incremental Term Loans,” respectively) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term Lenders, in each case, Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extending Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Tranche from which they such Term Loans were converted converted) are repaid in full full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Term Loans under such Class that were not convertedof a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Tranche of Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request Series with respect to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Existing Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentTranche. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.5. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Facility to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted of such Existing Term Loan Facility and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of the Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class Existing Term Loan Facility from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not convertedExisting Term Loan Facility. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Extension Series with respect to such Existing Term LoansLoan Facility. (b) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted the Existing Term Loan Facility subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (ai) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14(a), the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans, the Extended Term Loans under or any Facility Tranche of Incremental Term Loans (each, an “Existing Initial Term Loan Facility”) Tranche,” “Existing Extended Term Loan Tranche” and “Existing Incremental Term Loan Tranche,” respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Initial Term Loans, Extended Term Loans or Incremental Term Loans (any such Term Loans which have been so converted, “Extended Initial Term Loans”,” “Extended Existing Term Loans” and “Extended Incremental Term Loans,” respectively) and to provide for other terms consistent with this Section 2.162.14(a). In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (an each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term Lenders, in each case, Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the applicable Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the applicable Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Tranche from which they such Term Loans were converted converted) are repaid in full full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Term Loans under such Class that were not convertedof a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Tranche of Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Term Loan Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request Series with respect to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Existing Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentTranche. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.17. In order to establish any Extended Term Loans, the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such applicable Existing Term Loan Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered to each Lender under such Existing Term Loan Facility in accordance with its Pro Rata Share with respect thereto and (y) be identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided as set forth in the applicable Term Loan Extension Amendment; , subject to the provisos below, (ii) the interest margins All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the interest margins All-In Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term LendersLoan Facility, in each case, to the extent provided in the applicable Term Loan Extension Amendment; , (iii) the Term Loan applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans Latest Maturity Date, and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms (other than as to scheduled amortization and final maturity date) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than scheduled amortization and in the case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be optionally prepaid earlier than the final maturity of the Existing Term Loan Facility being extended and (B) scheduled amortization applicable to such Extended Term Loans shall not exceed (or occur on different dates than) the scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Facility being extended) at any time prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment final maturity of the Existing Term Loans under such Class that were not convertedLoan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than C$5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than C$5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request (which may be in the form of a term sheet posted to all Lenders a website for the benefit of such Class that is subject to the Extension Request Lenders) at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respondrespond (although any changes to terms previously announced shall only require one (1) Business Day’s notice), and shall agree to such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension RequestRequest or offer made pursuant to clause (e) below. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an each, a “Term Loan Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any customary minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Facility in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans requested to be extended pursuant to the Extension Request, Term Loans subject to Term Loan Extension Elections shall be converted to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Term Loan Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to Amendment amending the terms of this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.17(a) above and reasonably satisfactory to the Administrative Agent. Each such Extension Amendment shall include representations (but which x) as to the accuracy of representations and warranties set forth in Article V of this Agreement and in the other Loan Documents in all material respects immediately before and after giving effect to such Extension Amendment and the transactions contemplated thereby and (y) that no Default shall not require have occurred and be continuing as of the consent effective date of such Extension Amendment, after giving effect to such Extension Amendment and the transactions contemplated thereby. The effectiveness of any other Lender). Each Term Loan Extension Amendment shall be binding subject to any applicable Extension Minimum Condition (unless waived by the Borrower) and, to the extent reasonably requested by the Administrative Agent, be subject to receipt by the Administrative Agent of (i) board resolutions and officers’ certificates consistent with those delivered on the LendersClosing Date, (ii) customary opinions of counsel to the Loan Parties reasonably acceptable to the Administrative Agent and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into (iii) supplemental or reaffirmation agreements and/or such amendments to the Collateral Documents (including Mortgage amendments) and/or the Guaranty as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.17(a)) and (ii) effect such other documents, certificates amendments to this Agreement and opinions of counsel in connection therewith the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.17 (including payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the Collateral Agentrelevant Extension Amendment). (d) No conversion of Loans pursuant to any Term Loan Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) Notwithstanding anything to the contrary contained above, at any time following the establishment of a Term Loan Extension Series (and so long as the last sentence of Section 2.17(b) was not applicable thereto), the Borrower may offer any Lender of the relevant Existing Term Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Term Loan Extension Election in respect of all or a portion of its Term Loans on or prior to the date specified in the Extension Request relating to such Term Loan Extension Series the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Facility into Extended Term Loans under such Term Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Facility into Extended Term Loans pursuant to the respective Extension Request and (z) shall result in proportionate increases to the scheduled amortization payments, if any, otherwise owing with respect to the Term Loan Extension Series, (B) any Lender which agrees to an extension pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Xxxxxx, the Administrative Agent, the Borrower (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement) and (C) the Term Loans of any such Lender that are converted pursuant to this clause (e) shall be in an aggregate principal amount that is not less than C$1,000,000 (or, if such Lender’s outstanding Term Loans amount is less than C$1,000,000, such lesser amount), unless each of the Borrower and the Administrative Agent otherwise consents. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Term Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Term Loan Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, notwithstanding anything to the contrary set forth in Section 10.01, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the applicable Existing Term Loan Facility in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Term Loan Extension Series into which such other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.17(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the last sentence of Section 2.17(c). (g) This Section 2.16 2.17 shall supersede any provisions in Section 2.13 2.05, Section 2.12, Section 2.13, Section 8.03 or Section 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan FacilityClass) (an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to the Class of Term Loans of the Existing Term Loan Class from which such Extended Term Loans they are to be converted except that: (ix) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the extent provided scheduled amortization payments reflected in Section 2.5 or in the applicable Joinder Agreement, as the case may be, with respect to the Existing Term Loan Extension Amendment; Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iiiv) of this Section 2.14(f) below) and (y) (A) the interest margins with respect to the Extended Term Loans may be different higher or lower than the interest margins for the Class of Term Loans being converted and upfront of such Existing Term Loan Class and/or (B) additional fees may be paid payable to the Extending Lenders providing such Extended Term LendersLoans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans of any Extension Series shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such constitute a separate Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds from the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Existing Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder Class from which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agentthey were converted. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.26, the Borrowers may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans under any Facility or New Term Loans (each, an “Existing Term Loan FacilityTranche” and “Existing New Term Loan Tranche”) , respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Term Loans, New Term Loans (any such Term Loans which have been so converted, “Extended Term Loans” and “Extended New Term Loans”, respectively) and to provide for other terms consistent with this Section 2.162.26. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Tranche (other than the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable of such Existing Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each caseTranche, to the extent provided in the applicable Term Loan Extension Amendment; ; (iiiii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Loans); (iii) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the relevant Existing Tranche from which such Extended Loans have been converted before applying any such proceeds to prepay such Extending Term Loans; and and (iv) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrowers and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Tranche from which they such Term Loans were converted converted) are repaid in full full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans under such Class that were not convertedhereunder and (B) the Weighted Average Life to Maturity of any Extended Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term LoansExtension Series with respect to such Existing Tranche. (b) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.26. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (i) (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension. In the event that the aggregate principal amount of Term Loans under such Class being converted the respective Existing Term Loan Tranche, subject to Extension Elections relating to a particular Extension Request, exceeds the amount of Extended Term Loans requested pursuant to the such Extension Request, Term Loans subject to Extension Elections Loan of such Existing Term Loan Tranche shall either (i) be converted to Extended Term Loans Loan of such Existing Term Loan Tranche, on a pro rata basis based on the aggregate principal amount of Term Loans Loan of such Existing Term Loan Tranche included in each such Extension ElectionElections or (ii) to the extent such option is expressly set forth in the respective Extension Request, the Borrowers shall have the option to increase the amount of Extended Term Loans so that such excess does not exist. (c) Extended Term Loans shall be established pursuant to an amendment (each, a “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.26(a) above (but which shall not require the consent of any other Lender). Each Term Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment Amendment. After giving effect to the Extension, the Commitments shall cease to be a part of the Tranche they were a part of immediately prior to the Extension and shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agenta new Tranche hereunder. (d) This With respect to any Extension consummated by the Borrowers pursuant to this Section 2.16 2.26, such Extension shall supersede not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.26 (including, for the avoidance of doubt, payment of any provisions interest or fees in respect of any Extended Term Loan on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement (including, without limitation, Sections 2.11, 2.12, 2.18 or 10.7) or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.13 or 10.01 2.26, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (e) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the contraryextent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans), (iii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 2.10, (iv) establish new Tranches or sub-Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches or sub-Tranches, in each case on terms consistent with this Section 2.26, and (v) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.26, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.26 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extension, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

Extended Term Loans. (ai) The Borrower may at any time Subject to the terms and from time to time request that all or a portion conditions set forth herein and in the Third Restated Credit Agreement, as of the Third Restatement Effective Date, each Extended Term Loan Lender agrees that the principal amount (if any) of its Extended Term Loans under any Facility (an “Existing specified by such Extended Term Loan Facility”) Lender on the Extended Term Loan Lender Election Form delivered by it together with its executed counterpart of this Agreement will be converted to extend the scheduled maturity date(sinto, as specified on such form, (A) 2021 Term D Loans of any payment of principal with respect to all or a portion of any like outstanding principal amount of and such converted Extended Term Loans shall constitute 2021 Term D Loans for all purposes under the Third Restated Credit Agreement, or (any B) 2017 Term E Loans of like outstanding principal amount and such converted Extended Term Loans which have been so converted, “Extended shall constitute 2017 Term Loans”) and to provide E Loans for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders all purposes under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth Third Restated Credit Agreement; provided that, in the proposed terms event that the aggregate principal amount of the Extended Term Loans which Extended Term Loan Lenders agree to be established which shall be identical to convert into (1) 2021 Term D Loans in accordance with the Class of Term Loans from which foregoing clause (A) (such Extended Term Loans are being referred to herein as the “Term D Designated Loans”) is greater than $1,676,475,699.63, the Borrower may (but shall not be converted except that: (iobligated to) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted elect, by written notice to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each caseAdministrative Agent, to the extent provided in the applicable Term Loan Extension Amendment; cause less than all (iiibut not less than $1,676,475,699.63 aggregate principal amount) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior D Designated Loans to the establishment of become 2021 Term D Loans, such Extended Term Loans; and (iv) no Extended Term Loans may allocation to be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans made on a pro rata basis based on among the amount Extended Term Loan Lenders making such an election, such that the same proportion of each such Extended Term Loan Lender’s Term D Designated Loans is so converted into 2021 Term D Loans, or (2) 2017 Term E Loans in accordance with the foregoing clause (B) (such Extended Term Loans included in being referred to herein as the “Term E Designated Loans”) is greater than $1,505,329,149.16 , the Borrower may (but shall not be obligated to) elect, by written notice to the Administrative Agent, to cause less than all (but not less than $1,505,329,149.16 aggregate principal amount) of the Term E Designated Loans to become 2017 Term E Loans, such allocation to be made on a pro rata basis among the Extended Term Loan Lenders making such an election, such that the same proportion of each such Extension ElectionExtended Term Loan Lender’s Term E Designated Loans is so converted into 2017 Term E Loans. (cii) Any Extended Term Loans that are not converted into 2021 Term D Loans or 2017 Term E Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth repaid in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding full on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentThird Restatement Effective Date. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.21. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Class of Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;, (ii) the interest margins Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Yield for the Class of Term Loans being converted of such Existing Term Loan Class and upfront fees may be paid to the Extending existing Term Lenders, in each case, to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;, and (iii) the Term Loan Additional Credit Extension Amendment may provide for other covenants and terms that apply solely to any period only after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; andInitial Maturity Date. (ivb) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Additional Credit Extension AmendmentAmendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension ElectionElection (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). (cd) [Reserved]. (e) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Additional Credit Extension Amendment”) Amendment to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other LenderLender other than those consents provided in this Section 2.21). Each Term Loan Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Additional Credit Extension Amendment, the Loan Parties and the Collateral Administrative Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Administrative Agent. (df) This The provisions of this Section 2.16 2.21 shall supersede override any provisions in provision of Section 2.13 or 10.01 9.02 to the contrary. No conversion of Loans pursuant to any extension in accordance with this Section 2.21 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

Extended Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.12. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical in all material respects to the Class of Term Loans under the Existing Class from which such Extended Term Loans are to be converted except that: that (i) all or any of 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 Class of Term Loans being converted of such Existing Class to the extent provided in the applicable Term Loan Extension Amendment; Request, (ii) the interest margins rate and fee provisions with respect to the Extended Term Loans may be different than from those applicable to the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lendersof such Existing Class, in each case, to the extent provided in the applicable Term Loan Extension Amendment; Request, and (iii) the Term Loan Extension Amendment Request may provide for other covenants and terms (x) that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on Latest Maturity Date at the effective date time such Indebtedness is incurred or after approval thereof by the Majority Lenders or (y) that are less favorable to the holders of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior than the covenants and terms applicable to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not convertedExisting Class. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five three (53) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under of the applicable Existing Class subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such the applicable Existing Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such of the applicable Existing Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Class 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 Class included in each such Extension Election. (c) . If Extended Term Loans are established, remaining amortization payments on the Existing Class of Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among correspondingly reduced. The final terms of the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder Loans (which shall be consistent with the provisions set forth in paragraph (aExtension Request) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that allocations of the Extended Term Loans are provided with among the benefit of Extending Term Lenders shall be as set forth in the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested Extension Amendment entered into by the Collateral AgentBorrowers, the Administrative Agent and the Extending Term Lenders. The Extended Term Loans established pursuant to a single Extension Amendment shall, unless specified to be an increase in a previously established Class of Term Loans constitute a separate Class (an “Extension Series”) of Term Loans for all purposes of this Agreement. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.17. In order to establish any Extended Term Loans, the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such applicable Existing Term Loan Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Facility and (y) be identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided as set forth in the applicable Term Loan Extension Amendment; , subject to the provisos below, (ii) the interest margins All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the interest margins All-In Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term LendersLoan Facility, in each case, to the extent provided in the applicable Term Loan Extension Amendment; , (iii) the Term Loan applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans; and ), and (iv) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms (other than as to scheduled amortization and final maturity date) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid or mandatorily repaid (other than scheduled amortization and in the case of a prepayment under Section 2.05(b)(iii)(B)) prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Facility from which they were converted converted) are repaid in full full, unless such optional prepayment or repayment is in accordance with the theretofore existing provisions of this Agreement or is accompanied by at least a pro rata optional prepayment or repayment of such other Term Loans, as applicable; provided, further, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Facility being extended and (B) scheduled amortization applicable to such Extended Term Loans shall not exceed (or occur on different dates than) the scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans under such Class that were not convertedare being extended (which regular amortization in the same amounts may continue after the date referenced in clause (x) below) at any time prior to the final maturity of the Existing Term Loan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $10,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than $10,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request (which may be in the form of a term sheet posted to all Lenders a website for the benefit of such Class that is subject to the Extension Request Lenders) at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respondrespond (although any changes to terms previously announced shall only require two (2) Business Days’ notice), and shall agree to such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension RequestRequest or offer made pursuant to clause (e) below. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an each, a “Term Loan Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any customary minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Facility in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans requested to be extended pursuant to the Extension Request, Term Loans subject to Term Loan Extension Elections shall be converted to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Term Loan Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to Amendment amending the terms of this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.17(a) above and reasonably satisfactory to the Administrative Agent. Each such Extension Amendment shall include representations (but which x) as to the accuracy of representations and warranties set forth in Article V of this Agreement and in the other Loan Documents in all material respects immediately before and after giving effect to such Extension Amendment and the transactions contemplated thereby and (y) that no Default shall not require have occurred and be continuing as of the consent effective date of such Extension Amendment, after giving effect to such Extension Amendment and the transactions contemplated thereby. The effectiveness of any other Lender). Each Term Loan Extension Amendment shall be binding subject to any Extension Minimum Condition (unless waived by the Borrower) and, to the extent reasonably requested by the Administrative Agent, be subject to receipt by the Administrative Agent of (i) board resolutions and officers’ certificates consistent with those delivered on the LendersClosing Date, (ii) customary opinions of counsel to the Loan Parties reasonably acceptable to the Administrative Agent and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into (iii) supplemental or reaffirmation agreements and/or such amendments to the Collateral Documents and/or the Guaranty as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.17(a)) and (ii) effect such other documents, certificates amendments to this Agreement and opinions of counsel in connection therewith the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.17 (including payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the Collateral Agentrelevant Extension Amendment). (d) No conversion of Loans pursuant to any Term Loan Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) Notwithstanding anything to the contrary contained above, at any time following the establishment of a Term Loan Extension Series (and so long as the last sentence of Section 2.17(b) was not applicable thereto), the Borrower may offer any Lender of the relevant Existing Term Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Term Loan Extension Election in respect of all or a portion of its Term Loans on or prior to the date specified in the Extension Request relating to such Term Loan Extension Series the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Facility into Extended Term Loans under such Term Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Facility into Extended Term Loans pursuant to the respective Extension Request and (z) shall result in proportionate increases to the scheduled amortization payments, if any, otherwise owing with respect to the Term Loan Extension Series, (B) any Lender which agrees to an extension pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Xxxxxx, the Administrative Agent, the Borrower (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement) and (C) the Term Loans of any such Lender that are converted pursuant to this clause (e) shall be in an aggregate principal amount that is not less than $1,000,000 (or, if such Lender’s outstanding Term Loans amount is less than $1,000,000, such lesser amount), unless each of the Borrower and the Administrative Agent otherwise consents. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Term Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Term Loan Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, notwithstanding anything to the contrary set forth in Section 10.01, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the applicable Existing Term Loan Facility in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Term Loan Extension Series into which such other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.17(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the last sentence of Section 2.17(c). (g) This Section 2.16 2.17 shall supersede any provisions in Section 2.13 2.05, Section 2.12, Section 2.13, Section 8.03 or Section 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of its Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Term Loans under any Facility entire remaining amount of such Class) (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.20. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Loans under the Existing Term Loan Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;; and (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins Applicable Rate for the Loans of such Existing Term Loan Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;. (iiib) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Additional Credit Extension AmendmentAmendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Company). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Loans of the Existing Term Loans Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension ElectionElection (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Additional Credit Extension Amendment”) Amendment to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other LenderLender other than those consents required pursuant to this Agreement). Each Term Loan Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with No Lender shall be under any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments obligation to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require provide any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentLoan. (de) This The provisions of this Section 2.16 2.20 shall supersede override any provisions in provision of Section 2.13 or 10.01 9.02 to the contrary.

Extended Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan FacilityTranche”) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so convertedamended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.18. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Class of Loans under the applicable Existing Term Loans from Loan Tranche to which such amended Extended Term Loans are to be converted relate, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class Loans of such Existing Term Loans being converted Loan Tranche, to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class Loans of such Existing Term Loans being converted and upfront fees may be paid to the Extending Term LendersLoan Tranche, in each case, to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and and (iv) no Extended Term Loans may have optional prepayment terms (including call protection) as may be optionally prepaid agreed by the Borrowers and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term B Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Term Loan Tranche (as originally in effect prior to the date on which the any amortization or prepayments thereto) and (D) any such Extended Term Loans under (and the Class from which they were converted are repaid in full unless such optional prepayment is accompanied Liens securing the same) shall be permitted by a pro rata optional prepayment the terms of the Term Loans under such Class that were not convertedABL Credit Agreement and the ABL Intercreditor Agreement (in each case, to the extent the ABL Credit Agreement and the ABL Intercreditor Agreement are then in effect). Any Extended Term Loans converted amended pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Term LoansLoans incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrowers may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrowers in their sole discretion. (b) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five fifteen (515) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respondrespond (or such shorter period as shall be acceptable to the Administrative Agent in any given case), and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche amended (and converted into Extended Term Loans Loans) pursuant to any Extension Request. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request amended and converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Class Loan Tranche which it has elected to request be amended and converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be amended and converted to Extended Term Loans on a pro rata basis based on the aggregate principal amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.18(a) above (but which shall not require the consent of any other Lender). Each Term Loan The effectiveness of any Extension Amendment shall be binding subject to the satisfaction on the Lenders, date thereof of each of the Loan Parties conditions set forth in Section 3.02 and such other conditions as may be specified in the other parties hereto. In connection with any Term Loan applicable Extension Amendment, the Loan Parties Extension Minimum Condition (unless waived by the Borrowers) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Collateral Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent shall enter into and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and Loan Documents. The Administrative Agent shall deliver such other documents, certificates and opinions of counsel in connection therewith promptly notify each Lender as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.effectiveness of each

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of the any Tranche of Term Loans under any Facility (each, an “Existing Term Loan FacilityTranche”) ), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any principal amount of such Existing Term Loans Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the Class of proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loans Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable of such Existing Term Loan Extension Amendment; Tranche; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) no Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the date on which prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans under may have other terms (other than those described in the Class preceding clause (i) through (v)) that differ from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans under such Class that were not convertedthan the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Tranche of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. Subject to the terms and conditions set forth herein, the Extended Term Lenders hereby agree to make Extended Term Loans on and as of the Amendment No. 5 Effective Date to the Borrowers in an aggregate principal amount equal to the Outstanding Term Loans (after giving effect to the Voluntary Reduction). Pursuant to Section 2.16 of the Credit Agreement, the Extended Term Loans shall have the terms set forth in the Amended Credit Agreement and the following additional terms: (a) The Borrower may at any time and from time to time request that all or a portion of the Extended Term Loans under any Facility shall be funded on the Amendment No. 5 Effective Date as Eurodollar Rate Loans, with such Loans bearing interest based on the Interest Period(s) selected in the Committed Loan Notice delivered by the Borrowers to the Administrative Agent prior to the Amendment No. 5 Effective Date. (an “Existing b) Other than the maturity date, the Extended Term Loan Facility”) be converted to extend Loans shall have identical terms as the scheduled maturity date(s) of any payment of principal initial Term Loans (including, without limitation, with respect to mandatory prepayments and voluntary prepayments) and shall otherwise be subject to the provisions, including any provisions restricting the rights or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents as amended by this Amendment (the “Amended Loan Documents”). Each reference to “a Term Loan” and/or “Term Loans”, in the Credit Agreement shall be deemed to include the Extended Term Loans and all or a portion of any principal other related terms will have correlative meanings mutatis mutandis. (c) The parties hereto acknowledge and agree that the minimum amount of such requirements with respect to Incremental Term Loans (any such as defined in the Credit Agreement) shall not apply to the Extended Term Loans which have been so convertedadvanced on the Amendment No. 5 Effective Date. (d) For the avoidance of doubt, “the Extended Term LoansLoans shall not count as an Incremental Term Loan for purposes of calculating the Maximum Incremental Facilities Amount. (e) If any existing Term Lender declines or fails to consent to this Amendment by returning an executed counterpart of this Amendment to the Administrative Agent prior to the Consent Deadline (as defined below) (each, a “Non-Consenting Term Lender”), then such Lender’s Outstanding Term Loans shall be repaid with the proceeds of (i) and to provide for other terms consistent with this Section 2.16. In order to establish any the Extended Term Loans, the Borrower which shall provide a notice be advanced to the Administrative Agent by the Additional Extended Term Lender on the Amendment No. 5 Effective Date and/or (who ii) cash from the Borrowers in connection with the Voluntary Reduction. (f) Solely for purposes of facilitating the “Paydown and Reallocate” option, any Lender consenting to the Amendment by way of “Paydown and Reallocate” (each, a “Consenting Non-Cashless Roll Term Lender” and, together with the Consenting Cashless Roll Term Lenders, the “Consenting Term Lenders”), shall provide have such Lender’s Outstanding Term Loans repaid with the proceeds of the Extended Term Loans, which shall be advanced to the Administrative Agent by the Additional Extended Term Lender on the Amendment No. 5 Effective Date. By executing a copy signature page and selecting the “Paydown and Reallocate” option, such Lender agrees to repurchase Extended Term Loans in an aggregate principal equal to its Allocated Amount from the Additional Extended Term Lender promptly following the Amendment No. 5 Effective Date. (g) Solely for purposes of facilitating the “Cashless Roll” option, any Lender consenting to the Amendment by way of “Cashless Roll” shall have all of such notice to each Lender’s Outstanding Term Loans repaid with the proceeds of the Extended Term Loans. By executing a signature page and selecting the “Cashless Roll” option, such Lender agrees to fund Extended Term Loans on a “cashless roll” basis in an aggregate principal amount equal to its Allocated Amount; provided, that if the Allocated Amount with respect to any such Lender is less than its Outstanding Term Loans, then the difference shall be repaid in accordance with the terms of this Amendment. (h) Notwithstanding anything to the contrary in the Credit Agreement or the other Loan Documents, the parties hereto acknowledge and agree that only certain Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms will be entitled to receive cash proceeds of the Extended Term Loans to (or the Voluntary Reduction) as contemplated by clauses (e), (f) and (g) above and such payment may be established which shall be identical to the Class of Term Loans from which such on a non-pro rata basis. All Extended Term Loans are shall be deemed to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to under the extent provided in Amended Credit Agreement and the applicable Term other Amended Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term LoansDocuments. (bi) The Borrower shall provide In order to evidence the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify cashless exchanges contemplated above, the Administrative Agent (an “Extension Election”) on or prior to has notified the date specified in such Extension Request Borrowers that, immediately upon the occurrence of the amount Amendment Effective Date (and the payment of its Term Loans all interest then due and owing by the Borrowers as contemplated hereby), it will xxxx the Register to reflect the Allocated Amount contemplated by this Amendment (it being understood and agreed that such assignment shall occur automatically under this Amendment and without the need for further action on the part of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed party other than the marking of the Register by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.6. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Class of Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: (iA) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Additional Credit Extension Amendment; (iiB) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted of such Existing Term Loan Class and upfront fees may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Additional Credit Extension Amendment; (iiiC) the Term Loan applicable Additional Credit Extension Amendment relating to such Extended Term Loans may provide for other covenants and terms that apply solely to any period after the latest final maturity Maturity Date of all Classes any Class of Term Loans and Revolving Commitments in effect outstanding on the effective date of the Term Loan Additional Credit Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (ivD) (i) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Existing Term Loan Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Existing Term Loan Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, and (ii) to the extent provided in the applicable Term Loan Additional Credit Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount Series of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans may participate on a pro rata basis based on the amount of Term Loans included or less than pro rata basis in each such Extension Election. (c) Extended Term Loans shall be established any mandatory prepayment pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentSection 2.9. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan FacilityTranche”) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so convertedamended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.18. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Class of Loans under the applicable Existing Term Loans from Loan Tranche to which such amended Extended Term Loans are to be converted relate, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class Loans of such Existing Term Loans being converted Loan Tranche, to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class Loans of such Existing Term Loans being converted and upfront fees may be paid to the Extending Term LendersLoan Tranche, in each case, to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and and (iv) no Extended Term Loans may have optional prepayment terms (including call protection) as may be optionally prepaid agreed by the Borrowers and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term B Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Term Loan Tranche (as originally in effect prior to the date on which the any amortization or prepayments thereto) and (D) any such Extended Term Loans under (and the Class from which they were converted are repaid in full unless such optional prepayment is accompanied Liens securing the same) shall be permitted by a pro rata optional prepayment the terms of the Term Loans under such Class that were not convertedABL Credit Agreement and the Intercreditor Agreement (in each case, to the extent the ABL Credit Agreement and the Intercreditor Agreement are then in effect). Any Extended Term Loans converted amended pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Term LoansLoans incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrowers may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrowers in their sole discretion. (b) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five fifteen (515) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respondrespond (or such shorter period as shall be acceptable to the Administrative Agent in any given case), and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche amended (and converted into Extended Term Loans Loans) pursuant to any Extension Request. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request amended and converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Class Loan Tranche which it has elected to request be amended and converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be amended and converted to Extended Term Loans on a pro rata basis based on the aggregate principal amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.18(a) above (but which shall not require the consent of any other Lender). Each Term Loan The effectiveness of any Extension Amendment shall be binding subject to the satisfaction on the Lenders, date thereof of each of the Loan Parties conditions set forth in Section 3.02 and such other conditions as may be specified in the other parties hereto. In connection with any Term Loan applicable Extension Amendment, the Loan Parties Extension Minimum Condition (unless waived by the Borrowers) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Collateral Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent shall enter into and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby (x) agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.08 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Loans required pursuant to Section 2.08), (iii) make such other documents, certificates changes to this Agreement and opinions the other Loan Documents consistent with the provisions and intent of counsel in connection therewith the second paragraph of Section 9.01 and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment and (y) consents to the transactions contemplated by this Section 2.18 (including, for the Collateral Agentavoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). (d) No conversion, amendment or extension of Loans pursuant to any Extension Amendment in accordance with this Section 2.18 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) This Section 2.16 2.18 shall supersede any provisions in Section 2.13 2.16 or 10.01 Section 9.01 to the contrary. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrowers and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Loans under the applicable Existing Term Loan Tranche in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Loans were initially amended, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrowers and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.18(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in clauses (i), (ii), (iii) and (iv) of the last sentence of Section 2.18(c).

Extended Term Loans. (a) The Either Borrower may at any time and from time to time request that all or a any portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.23. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be substantially identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans (including the maturity date) may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted (including the maturity date) of such Existing Term Loan Facility to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted of such Existing Term Loan Facility and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of the Term Loans and Incremental Revolving Facility Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class Existing Term Loan Facility from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Existing Term Loan Facility. (b) Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended establish Extension Series with respect to such Existing Term LoansLoan Facility. (bc) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a any portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted the Existing Term Loan Facility subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In All Extended Term Loans and all obligations in respect thereof shall be Obligations under the Credit Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under the Credit Agreement and in connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such on a pari passu basis with the other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentObligations. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.12. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical in all material respects to the Class of Term Loans under the Existing Class from which such Extended Term Loans are to be converted except that: that (i) all or any of 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 Class of Term Loans being converted of such Existing Class to the extent provided in the applicable Term Loan Extension Amendment; Request, (ii) the interest margins rate and fee provisions with respect to the Extended Term Loans may be different than from those applicable to the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lendersof such Existing Class, in each case, to the extent provided in the applicable Term Loan Extension Amendment; Request, and (iii) the Term Loan Extension Amendment Request may provide for other covenants and terms (x) that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on Latest Maturity Date at the effective date time such Indebtedness is incurred or after approval thereof by the Majority Lenders or (y) that are less favorable to the holders of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior than the covenants and terms applicable to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not convertedExisting Class. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five three (53) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under of the applicable Existing Class subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such the applicable Existing Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such of the applicable Existing Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Class 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 Class included in each such Extension Election. (c) . If Extended Term Loans are established, remaining amortization payments on the Existing Class of Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among correspondingly reduced. The final terms of the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder Loans (which shall be consistent with the provisions set forth in paragraph (aExtension Request) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that allocations of the Extended Term Loans are provided with among the benefit of Extending Term Lenders shall be as set forth in the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested Extension Amendment entered into by the Collateral Agent. Borrowers, the Administrative Agent and the Extending Term Lenders. The Extended Term Loans established pursuant to a single Extension Amendment shall, unless specified to be an increase in a previously established Class of Term Loans constitute a separate Class (dan “Extension Series”) This of Term Loans for all purposes of this Agreement. The provisions of this Section 2.16 2.12 shall supersede override any provisions in of Section 2.13 or 10.01 11.04 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.17. In order to establish any Extended Term Loans, the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such applicable Existing Term Loan Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Facility and (y) be identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided as set forth in the applicable Term Loan Extension Amendment; , subject to the provisos below, (ii) the interest margins All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the interest margins All-In Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term LendersLoan Facility, in each case, to the extent provided in the applicable Term Loan Extension Amendment; , (iii) the Term Loan applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and and (iv) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms (other than as to scheduled amortization and final maturity date) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid or mandatorily repaid (other than scheduled amortizations) prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Facility from which they were converted converted) are repaid in full full, unless such optional prepayment or repayment is in accordance with the theretofore existing provisions of this Agreement or is accompanied by at least a pro rata optional prepayment or repayment of such other Term Loans, as applicable; provided, further, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the later of (x) the final maturity of the Existing Term Loan Facility being extended or (y) the maturity date then applicable to the then latest maturing tranche of outstanding Revolving Credit Commitments or Refinancing Revolving Credit Commitments then outstanding under this Agreement and (B) scheduled amortization applicable to such Extended Term Loans shall not exceed (or occur on different dates than) the scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts may continue after the date referenced in clause (x) below) at any time prior to the later of (x) the final maturity of the Existing Term Loan Facility being extended or (y) the maturity date then applicable to the then latest maturing Class of Revolving Credit Commitments or Refinancing Revolving Credit Commitments then outstanding under such Class that were not convertedthis Agreement. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term LoansLoan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). (b) The Borrower shall provide the applicable Extension Request (which may be in the form of a term sheet posted to all Lenders a website for the benefit of such Class that is subject to the Extension Request Lenders) at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respondrespond (although any changes to terms previously announced shall only require two (2) Business Days’ notice), and shall agree to such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension RequestRequest or offer made pursuant to clause (e) below. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an each, a “Term Loan Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any customary minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Facility in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans requested to be extended pursuant to the Extension Request, Term Loans subject to Term Loan Extension Elections shall be converted to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Term Loan Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to Amendment amending the terms of this Agreement among the Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph Section 2.17(a) above. Each such Extension Amendment shall include representations (ax) above as to the accuracy of representations and warranties set forth in Article V of this Agreement and in the other Loan Documents in all material respects immediately before and after giving effect to such Extension Amendment and the transactions contemplated thereby and (y) that no Default or Event of Default shall have occurred and be continuing as of the effective date of such Extension Amendment, after giving effect to such Extension Amendment and the transactions contemplated thereby. The effectiveness of any Extension Amendment shall be subject to such conditions as the parties thereto shall agree. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.17(a)) and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.17 (including payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). (d) No conversion of Loans pursuant to any Term Loan Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) Notwithstanding anything to the contrary contained above, at any time following the establishment of a Term Loan Extension Series (and so long as the last sentence of Section 2.17(b) was not applicable thereto), the Borrower may offer any Lender of the relevant Existing Term Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Term Loan Extension Election in respect of all or a portion of its Term Loans on or prior to the date specified in the Extension Request relating to such Term Loan Extension Series the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Facility into Extended Term Loans under such Term Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Facility into Extended Term Loans pursuant to the respective Extension Request and (z) shall result in proportionate increases to the scheduled amortization payments otherwise owing with respect to the Term Loan Extension Series, and (B) any Lender which agrees to an extension pursuant to this clause (e) shall not require enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement). (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Term Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Term Loan Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender). Each , notwithstanding anything to the contrary set forth in Section 10.01, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Term Loan Extension Amendment shall be binding on (i) provide for the Lenders, conversion and extension of Term Loans under the applicable Existing Term Loan Parties and Facility in such amount as is required to cause such Lender to hold Extended Term Loans of the other parties hereto. In connection with any applicable Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter Series into which such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended other Term Loans are provided with were initially converted, in the benefit amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Collateral Documents Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and shall deliver such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.17(c)), and (iii) effect such other documents, certificates amendments of the type (with appropriate reference and opinions nomenclature changes) described in the last sentence of counsel in connection therewith as may be requested by the Collateral AgentSection 2.17(c). (dg) This Section 2.16 2.17 shall supersede any provisions in Section 2.05, Section 2.12, Section 2.13 or Section 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Company may at any time and from time to time request that all or a any portion of the Term Loans or Incremental Term Loans then outstanding under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans or Incremental Term Loans (any such Term Loans or Incremental Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.23. In order to establish any Extended Term Loans, (x) before and after giving effect to the Borrower establishment of such Extended Term Loans, each of the conditions set forth in Sections 5.2(a) and 5.2(b) shall be satisfied and (y) the Company shall provide a notice to the Administrative Agent for the benefit of all of the Lenders under the applicable Existing Term Loan Facility (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be substantially identical to the Class of Loans under such Existing Term Loans Loan Facility from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans (including the maturity date) may be delayed to later dates than the scheduled amortization payments of principal of the Class of Loans (including the maturity date) under such Existing Term Loans being converted Loan Facility to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Loans under such Existing Term Loans being converted Loan Facility and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest stated final maturity of all Classes of Term any Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class Existing Term Loan Facility from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not convertedExisting Term Loan Facility. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Extension Series with respect to such Existing Term LoansLoan Facility. (b) The Borrower Company shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respond. No Lender shall have any obligation to agree to have any of its Loans under any Existing Term Loans of such class Loan Facility converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a any portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Class Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted the Existing Term Loan Facility subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the BorrowerCompany, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Administrative Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Administrative Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Parent may at any time and from time to time request that all or a portion of the any Tranche of Term Loans under any Facility (each, an “Existing Term Loan FacilityTranche”) ), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Borrower Parent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term Lenders, in each case, Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) no Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of such Extended Term Loans) as may be agreed by Parent and the Term Loans under such Class that were not convertedLenders thereof. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Tranche of Extended Term Loans. (b) [Reserved]. (c) The Borrower Parent shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Term Loans under such Class being converted the applicable Existing Term Loan Tranche exceeds the amount of Extended Term Loans requested pursuant to the such Extension Request, Term Loans of such Existing Term Loan Tranche, subject to such Extension Elections shall either (i) be converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in each such Extension ElectionElections, subject to such rounding requirements as may be established by the Administrative Agent or (ii) to the extent such option is expressly set forth in the applicable Extension Request, be converted to Extended Term Loans upon an increase in the amount of Extended Term Loans so that such excess does not exist. (cd) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Loan Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.14(a) above (but which shall not require the consent of any other Lender). Each Term Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment shall be binding on Amendment. After giving effect to the LendersExtension, the Loan Parties Term Loans so extended shall cease to be a part of the Tranche they were a part of immediately prior to the Extension. (e) Extensions consummated by the Borrowers pursuant to this Section 2.14 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.14; provided that such consent shall not be deemed to be an acceptance of any Extension Request. (f) Each of the parties hereto. In connection with any Term Loan hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) reasonably necessary to (i) reflect the existence and terms of any Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 5.02(a) with respect to any Existing Term Loan Parties Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 5.02(a)), (iii) make such other changes to this Agreement and the Collateral Agent shall enter into other Credit Documents consistent with the provisions and intent of Section 13.12(d)(i), (iv) establish new Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches, in each case, on terms consistent with this Section 2.14 and (v) effect such other amendments to this Agreement and the Collateral other Credit Documents as may be reasonably requested by necessary or appropriate, in the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit reasonable opinion of the applicable Collateral Documents Administrative Agent and shall deliver Parent, to effect the provisions of this Section 2.14, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentExtension Amendment. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of its Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Term Loans under any Facility entire remaining amount of such Class) (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.20. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Loans under the Existing Term Loan Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;; and (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins Applicable Rate for the Loans of such Existing Term Loan Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;. (iiib) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Additional Credit Extension AmendmentAmendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lend- er”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Company). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Loans of the Existing Term Loans Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension ElectionElection (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Additional Credit Extension Amendment”) Amendment to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other LenderLender other than those consents required pursuant to this Agreement). Each Term Loan Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with No Lender shall be under any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments obligation to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require provide any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentLoan. (de) This The provisions of this Section 2.16 2.20 shall supersede override any provisions in provision of Section 2.13 or 10.01 9.02 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Loans of any Class in an aggregate principal amount of not less than $50.0 million (or, if less, all remaining Term Loans under any Facility of such Class) (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Loans under the Existing Term Loan Class of Term Loans from which such Extended Term Loans are to be converted except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Term Loan Class of Term Loans being converted to the extent provided in the applicable Term Loan Additional Credit Extension Amendment; ; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins Applicable Margin for the Loans of such Existing Term Loan Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Additional Credit Extension Amendment; ; and (iii) the Term Loan Additional Credit Extension Amendment may provide for other covenants and terms that apply solely to any period only after the latest final maturity date of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term then outstanding Loans; and. (ivb) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Additional Credit Extension AmendmentAmendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.- 53-

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a any portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.23. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be substantially identical to the Class of Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans (including the maturity date) may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted (including the maturity date) of such Existing Term Loan Facility to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins pricing with respect to the Extended Term Loans may be different than the interest margins pricing for the Class of Term Loans being converted of such Existing Term Loan Facility and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that are reasonably acceptable to the Administrative Agent or that apply solely to any period after the latest final maturity of all Classes of the Term Loans and Incremental Revolving Facility Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class Existing Term Loan Facility from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Existing Term Loan Facility. (b) Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended establish Extension Series with respect to such Existing Term LoansLoan Facility. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Facility are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a any portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted the Existing Term Loan Facility subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In All Extended Term Loans and all obligations in respect thereof shall be Obligations under the Credit Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under the Credit Agreement and in connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such on a pari passu basis with the other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentObligations. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of its Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Term Loans under any Facility entire remaining amount of such Class) (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.20. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Loans under the Existing Term Loan Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;; and (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins Applicable Rate for the Loans of such Existing Term Loan Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Additional Credit Extension Amendment;. (iiib) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Additional Credit Extension AmendmentAmendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Company). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Loans of the Existing Term Loans Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension ElectionElection (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Additional Credit Extension Amendment”) Amendment to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other LenderLender other than those consents required pursuant to this Agreement). Each Term Loan Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties Borrower and the other parties hereto. In connection with No Lender shall be under any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments obligation to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require provide any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentLoan. (de) This The provisions of this Section 2.16 2.20 shall supersede override any provisions in provision of Section 2.13 or 10.01 9.02 to the contrary.

Extended Term Loans. (ai) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.15, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans, the Extended Term Loans under or any Facility Tranche of Incremental Term Loans (each, an “Existing Initial Term Loan Facility”) Tranche,” “Existing Extended Term Loan Tranche” and “Existing Incremental Term Loan Tranche,” respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Initial Term Loans, Extended Term Loans or Incremental Term Loans (any such Term Loans which have been so converted, “Extended Initial Term Loans”,” “Extended Existing Term Loans” and “Extended Incremental Term Loans,” respectively) and to provide for other terms consistent with this Section 2.162.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (ia) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iib) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term Lenders, in each case, Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iiic) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (ivd) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extending Term Loans; and (e) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Tranche from which they such Term Loans were converted converted) are repaid in full full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (i) in no event shall the final maturity date of any Extended Term Loans under such Class that were not convertedof a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (ii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Tranche of Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Extension Series with respect to such Existing Term LoansLoan Tranche. (ba) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five ten (510) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate principal amount of Term Loans under such Class being converted the applicable Existing Term Loan Tranche exceeds the amount of Extended Term Loans requested pursuant to the such Extension Request, Term Loans of such Existing Term Loan Tranche, subject to such Extension Elections shall either (f) be converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in each such Extension ElectionElections or (g) to the extent such option is expressly set forth in the applicable Extension Request, be converted to Extended Term Loans upon an increase in the amount of Extended Term Loans so that such excess does not exist. (cb) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Loan Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.15(a) above (but which shall not require the consent of any other Lender). Each The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. After giving effect to the Extension, the Initial Term Loan Commitments so extended shall cease to be a part of the Tranche they were a part of immediately prior to the Extension. (c) Extensions consummated by the Borrower pursuant to this Section 2.15 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension Amendment shall be binding on the Lenders, the Loan Parties and the other transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, 4.01, 4.02, 4.03, 12.02 or 12.06) or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.15, provided that such consent shall not be deemed to be an acceptance of any Extension Request. (d) Each of the parties heretohereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (h) reflect the existence and terms of any Extended Term Loans incurred pursuant thereto, (i) modify the scheduled repayments set forth in Section 4.02(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 4.02(a)), (j) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 12.11(d)(i), (k) establish new Tranches or sub- Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches or sub-Tranches, in each case on terms consistent with this Section 2.15, and (l) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment. In connection with any Term Loan Extension AmendmentExtension, the Loan applicable Credit Parties shall (at their expense) amend (and the Collateral Administrative Agent shall enter into such amendments is hereby directed to amend) any Mortgage that has a maturity date prior to the Collateral Documents Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be reasonably requested advised by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of local counsel in connection therewith as may be requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contraryAdministrative Agent), to the extent required pursuant to applicable local law.

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans, the Extended Term Loans under or any Facility Tranche of Incremental Term Loans (each, an “Existing Initial Term Loan Facility”) Tranche,” “Existing Extended Term Loan Tranche” and “Existing Incremental Term Loan Tranche,” respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Initial Term Loans, Extended Term Loans or Incremental Term Loans (any such Term Loans which have been so converted, “Extended Initial Term Loans”,” “Extended Existing Term Loans” and “Extended Incremental Term Loans,” respectively) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term Lenders, in each case, Loan Tranche to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Tranche from which they such Term Loans were converted converted) are repaid in full full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Term Loans under such Class that were not convertedof a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Tranche of Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request Series with respect to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Existing Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentTranche. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at At any time and from time to time request that all or a portion of after the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term LoansEffective Date, the Borrower shall provide a may, upon notice to the Administrative Agent (who which shall provide promptly notify the Term Loan Lenders or any Additional Lender, as applicable), request an extension of the Maturity Date or the maturity date applicable to any Incremental Term Loans, as applicable, then in effect (such existing Maturity Date being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Term Loans being the “Existing Incremental Term Loan Maturity Date”) to a copy date specified in such notice. Within 10 Business Days of delivery of such notice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon), each Term Loan Lender or Additional Lender, as applicable, shall notify the Administrative Agent whether it consents to each such extension (which consent may be given or withheld in such Term Loan Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Term Loan Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Term Loan Lenders or the Additional Lenders of the Lenders under the applicable Existing Term Loan FacilityLenders’ or the Additional Lenders’ responses, as applicable. (b) (an “Extension Request”) setting forth the proposed terms of the Extended The Maturity Date or Existing Incremental Term Loans to be established which Loan Maturity Date, as applicable, shall be identical to the Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins extended only with respect to the Term Loans or Incremental Term Loans, as applicable, held by the Term Loan Lenders or Additional Lenders, as applicable, that have consented thereto (the Term Loan Lenders or Additional Lenders, as applicable, that so consent being the “Extending Term Lenders” and the Term Loan Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed that, except for the consents of the Extending Term Lenders, no other consents shall be required hereunder for such extensions). If so extended, (A) the scheduled Maturity Date with respect to the Term Loans held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.17(a) above, which shall become the new Maturity Date (such date, the “Extended Term Loan Maturity Date”) and (B) the scheduled maturity date with respect to any Incremental Term Loans held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.17(a) above, which shall become the new maturity date applicable to such Incremental Term Loans (such date, the “Extended Incremental Term Loan Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to (y) the Term Loan Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the then scheduled Maturity Date and the Extended Term Loan Maturity Date (after giving effect to such extension) and (z) the applicable Additional Lenders such extension, specifying the effective date of such extension (the “Incremental Term Loan Extension Effective Date”), the then scheduled maturity date applicable to such Incremental Term Loans and the Extended Incremental Term Loan Maturity Date (after giving effect to such extension). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.17 may be different than the interest margins and/or “floors” for the Class of existing Term Loans being converted or Incremental Term Loans, as applicable, and upfront fees may be paid to the Extending Term Lenders, in each case, case to the extent provided in the applicable Term Loan Extension Amendment; Borrower’s notice. Except as to interest rates, fees, premiums, prepayments and final maturity (iii) which shall be subject to this Section 2.17), the terms of the Term Loan Extension Amendment may provide for other covenants and Loans held by the Extending Term Lenders shall be substantially identical to the terms that apply solely to any period after of the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on held by the effective date Non-Extending Term Lenders. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Amendment immediately prior to Effective Date or the establishment of such Extended Incremental Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied Loan Extension Effective Date, as applicable, signed by a pro rata optional prepayment Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, the representations and warranties contained in Article VI made by it are true and correct in all material respects on and as of the Term Loans under such Class that were not converted. Any Extended Loan Extension Effective Date or the Incremental Term Loans converted pursuant to any Loan Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted mayEffective Date, as applicable, except to the extent provided in that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default exists or will exist as of the applicable Term Loan Extension AmendmentEffective Date or the Incremental Term Loan Extension Effective Date, be designated as an increase in any previously established Class of Extended Term Loans. (b) applicable. The Borrower shall provide pay to the applicable Extension Request to all Lenders Administrative Agent for the account of each Non-Extending Term Lender the then unpaid principal amount of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Non-Extending Term Lender”) wishing to have all or a portion of its ’s Term Loans under such Class being converted into Extended or Incremental Term Loans shall notify Loans, as applicable, outstanding on the Existing Term Loan Maturity Date or the Existing Incremental Term Loan Maturity Date, as applicable (and pay any additional amounts required pursuant to Section 2.16). Notwithstanding the terms of Section 11.01, the Borrower and the Administrative Agent shall be entitled (an “Extension Election”without the consent of any other Lenders) on to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or prior to provide for the integration of, any extension of a Maturity Date or maturity date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject applicable to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Incremental Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested Loans, as applicable, pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Electionthis Section 2.17. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each The Borrower may replace any Non-Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent in accordance with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentSection 11.16. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan FacilityTranche”) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so convertedamended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.18. In order to establish any Extended Term Loans, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Class of Loans under the applicable Existing Term Loans from Loan Tranche to which such amended Extended Term Loans are to be converted relate, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class Loans of such Existing Term Loans being converted Loan Tranche, to the extent provided in the applicable Term Loan Extension Amendment; ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the interest margins Effective Yield for the Class Loans of such Existing Term Loans being converted and upfront fees may be paid to the Extending Term LendersLoan Tranche, in each case, to the extent provided in the applicable Term Loan Extension Amendment; ; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and and (iv) no Extended Term Loans may have optional prepayment terms (including call protection) as may be optionally prepaid agreed by the Borrowers and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term B Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Term Loan Tranche (as originally in effect prior to the date on which the any amortization or prepayments thereto) and (D) any such Extended Term Loans under (and the Class from which they were converted are repaid in full unless such optional prepayment is accompanied Liens securing the same) shall be permitted by a pro rata optional prepayment the terms of the Term Loans under such Class that were not convertedABL Credit Agreement and the ABL Intercreditor Agreement (in each case, to the extent the ABL Credit Agreement and the ABL Intercreditor Agreement are then in effect). Any Extended Term Loans converted amended pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Term LoansLoans incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrowers may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrowers in their sole discretion. (b) The Borrower Borrowers shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five fifteen (515) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respondrespond (or such shorter period as shall be acceptable to the Administrative Agent in any given case), and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Tranche amended (and converted into Extended Term Loans Loans) pursuant to any Extension Request. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request amended and converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans under the Existing Term Loans of such Class Loan Tranche which it has elected to request be amended and converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be amended and converted to Extended Term Loans on a pro rata basis based on the aggregate principal amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a each, an “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.18(a) above (but which shall not require the consent of any other Lender). Each Term Loan The effectiveness of any Extension Amendment shall be binding subject to the satisfaction on the Lenders, date thereof of each of the Loan Parties conditions set forth in Section 3.02 and such other conditions as may be specified in the other parties hereto. In connection with any Term Loan applicable Extension Amendment, the Loan Parties Extension Minimum Condition (unless waived by the Borrowers) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Collateral Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent shall enter into and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby (x) agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.08 with respect to any Existing Term Loan Tranche 89 subject to an Extension Election to reflect a reduction in the principal amount of the Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Loans required pursuant to Section 2.08), (iii) make such other documents, certificates changes to this Agreement and opinions the other Loan Documents consistent with the provisions and intent of counsel in connection therewith the second paragraph of Section 9.01 and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment and (y) consents to the transactions contemplated by this Section 2.18 (including, for the Collateral Agentavoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). (d) No conversion, amendment or extension of Loans pursuant to any Extension Amendment in accordance with this Section 2.18 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) This Section 2.16 2.18 shall supersede any provisions in Section 2.13 2.16 or 10.01 Section 9.01 to the contrary. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrowers and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Loans under the applicable Existing Term Loan Tranche in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Loans were initially amended, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrowers and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.18(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in clauses (i), (ii), (iii) and (iv) of the last sentence of Section 2.18(c).

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16SECTION 2.06. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Class of Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins rates and call protection with respect to the Extended Term Loans may be different than the interest margins rates and call protection for the Class of Term Loans being converted of such Existing Term Loan Class and upfront fees fees, premiums, and AHYDO payments may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Extension Amendment;; and (iii) the Term Loan Extension Amendment may provide for other except as to interest rates, fees, premiums, amortization, prepayments, AHYDO payments and, subject to clause (i) above, scheduled amortization (which shall, subject to the terms of this SECTION 2.06, be determined by the Borrower and set forth in the relevant offer of Extended Term Loans), the Extended Term Loans shall have covenants and events of default, if not consistent with the terms that apply solely of the existing Term Loans, shall not be materially more restrictive to any period after the latest final maturity Loan Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of all Classes of the existing Term Loans and Revolving Commitments in effect on unless (x) the effective date Lenders of the existing Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; andMaturity Date). (ivb) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph clause (a) above (but which shall not require the consent of any other LenderLender other than those consents provided pursuant to this Agreement). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time Future Extended Revolving Commitments, and from time to time request that all or a portion of the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Future Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established which shall be identical to the Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a an “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent (and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions notwithstanding anything to contrary set forth in paragraph (a) above (but which Section 10.5, shall not require the consent of any Lender other than the Extending Lenders (and to the extent provided in the last sentence of Section 2.25(c), the Issuing Bank and Swing Line Lender) with respect to the Extended Term Loans, Future Extended Revolving Commitments and Future Extended Revolving Loans established thereby) executed by the Credit Parties, Administrative Agent and Extending Lenders. In addition to any terms and changes required or permitted by Sections 2.25(a) and (b). Each , each Extension Amendment in respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.12 to the existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled repayment for such existing Term Loans in the same proportion as the amount of such existing Term Loans is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment payable with respect to any Term Loan Extension Amendment of any Lender of such existing Term Loan that is not an Extended Term Loan shall not be binding on the Lenders, the Loan Parties and the other parties heretoreduced as a result thereof). In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Company shall deliver an opinion of counsel reasonably acceptable to Administrative Agent shall enter into such amendments (i) as to the Collateral enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be reasonably requested by amended thereby (in the Collateral Agent case of such other Credit Documents) and (which shall not require any consent from any Lenderii) in order to ensure the effect that such Extension Amendment, including without limitation, the Extended Term Loans, Future Extended Revolving Commitments and Future Extended Revolving Loans are provided for therein, does not conflict with or violate the benefit terms and provisions of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions Section 10.5 of counsel in connection therewith as may be requested by the Collateral Agentthis Agreement. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The If on the Term-Conversion Date there exists in the aggregate for all of the Projects (to the extent such Projects remain subject to the Equity Capital Contribution Agreement) not more than twenty two (22) Incomplete Turbines, Borrower shall have the option, to be exercised not less than four (4) Banking Days prior to the Term-Conversion Date, to request in writing an additional Term Loan on the Term-Conversion Date pursuant to this Section 2.12 in an aggregate amount not to exceed the lower of (i) the Non-Conversion Amount and (ii) $45,000,000 (such amount as requested by Borrower, the “Total Extended Term Loan Commitment”). Upon the advance of the final Term Loan requested in accordance with this Section 2.12, the Total Extended Term Loan Commitment shall terminate and be of no further force or effect. For the avoidance of doubt, any Construction Loans that have previously been advanced and applied to the payment of Project Costs in respect of any such Incomplete Turbines shall be deemed to constitute a Term Loan advanced pursuant to this Section 2.12. (b) Provided that Borrower has requested in writing the Total Extended Term Loan Commitment as provided in clause (a) above, and subject to the terms and conditions set forth in clause (c) below, each Lender agrees to advance to Borrower an additional Term Loan on the Term-Conversion Date as Borrower may at request (as set forth in clause (c) below) in an aggregate principal amount not to exceed such Lender’s Extended Term Loan Commitment (for the avoidance of doubt taking into account any time Construction Loans advanced by such Lender that are deemed to be Term Loans as described above). Any Term Loans made or deemed made by the Lenders in accordance with this Section 2.12 shall, from and from time after such date of advancement be deemed “Term Loans” under this Financing Agreement and any provisions associated with or related to time Term Loans shall be deemed amended to accommodate such additional advance of such Term Loans. (c) Borrower shall request that all or a portion of the additional Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order 2.12 by delivering to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent a written notice (who shall provide a copy of such notice to be deemed a “Notice of Borrowing” hereunder) no later than four (4) Banking Days prior to the Term-Conversion Date. The obligations of the Lenders to effect or permit any Borrowing under this Section 2.12 are subject to the prior satisfaction of each of the Lenders under following conditions (unless waived by Administrative Agent with the applicable Existing Term Loan Facility) (an “Extension Request”) setting forth the proposed terms consent of the Extended Term Loans to be established which shall be identical to the Class of Term Loans from which such Extended Term Loans are to be converted except that:Majority Lenders): (i) all The Term-Conversion shall have occurred or any shall occur concurrent with the funding of the scheduled amortization payments of principal of the Extended such additional Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension AmendmentLoan; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, conditions set forth in each case, to the extent provided in the applicable Term Loan Extension AmendmentSection 3.4 shall have been satisfied; (iii) the Term Loan Extension Amendment may provide for other covenants each Noble Equity Support Document shall remain in full force and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior with respect to the establishment of such Extended Term Loansfull amount then owing thereunder; and (iv) no Extended the Equity Support Members shall remain obligated to make equity contributions to Borrower with respect to the applicable Incomplete Turbines in accordance with the Equity Capital Contribution Agreement. (d) The proceeds of any Term Loans may made pursuant to this Section 2.12 shall be optionally prepaid deposited into the Construction Account and any disbursement of such proceeds from the Construction Account shall be subject to conditions to such disbursements as set forth in the Depositary Agreement. (e) On or prior to the date Initial Repayment Date, Borrower shall have satisfied each of the following conditions with respect to each Incomplete Turbine that achieves Completion after the Term-Conversion Date (unless waived by Administrative Agent with the consent of the Majority Lenders): (i) the Equity Support Members shall have confirmed their funding obligations with respect to such Incomplete Turbines; (ii) Borrower shall have furnished to Administrative Agent evidence satisfactory to Administrative Agent (in consultation with the Independent Engineer) that after giving effect to all the financial accommodations provided by the Lenders to Borrower on which the Term-Conversion Date, including any additional Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional Loan made pursuant to this Section 2.12, and any voluntary prepayment of the Loans in accordance with Section 2.4(g)(i), the Base Case Projections (after giving effect to any such additional Term Loans under such Class that were not converted. Any Extended Term Loans converted Loan but otherwise in substantially the form of Exhibit H-3, as modified pursuant to any Extension Request Section 2.5(b)(i)) reflect a calculation of Projected Debt Service Coverage Ratios, as of each Repayment Date during the Term, of no less than (A) for each twelve-month period through the tenth (10th) anniversary of the Term-Conversion Date, (x) 1.45 to 1 under a P50 Production Level (taking into account all projected Project Revenues; provided, however, that, solely for purposes of such calculation, (1) merchant Project Revenues shall be designated a Class limited to not more than nineteen (19%) of Extended Term the aggregate projected Project Revenues and (2) the aggregate amount of the Loans for all purposes projected to be outstanding as of this Agreement; provided that any Extended Term Loans converted may, to the extent provided in tenth (10th) anniversary of the applicable Energy Hedge Agreement Effective Date shall not exceed twenty percent (20%) of the Total Term Loan Extension AmendmentCommitment (in each case, as in effect on the Financial Closing Date) or (y) 1.00 to 1 under a P99 Production Level, taking into account all projected Project Revenues for such period; and (B) for each remaining twelve-month period through the Term Loan Maturity Date, after the tenth (10th) anniversary of the Term-Conversion Date, (x) 2.50 to 1 under a P50 Production Level (taking into account solely projected sales of energy generated by the Projects in accordance with the Market Consultant’s projections and excluding (1) any Project Revenues projected from the sale of renewable energy credits and (2) any projected ICAP Revenues) and (y) 1.00 to 1 under a P99 Production Level, taking into account all projected Project Revenues for such period (taking into account solely projected sales of energy generated by the Projects in accordance with the Market Consultant’s P95 price projections and excluding (1) any Project Revenues projected from the sale of renewable energy credits and (2) any projected ICAP Revenues) (and the resulting amortization schedule shall replace the Amortization Schedule provided on the Term-Conversion Date and shall thereafter be designated deemed the “Amortization Schedule”); and (iii) the conditions set forth in Sections 3.3(b), (c), (d), (e), (f), (h), (o), and (u), in each case, solely as an increase in any previously established Class of Extended Term Loansapplied to such Incomplete Turbines, shall have been satisfied or waived. (bf) The Borrower shall provide If the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five conditions specified in clause (5e) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall above have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all not been satisfied or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) waived on or prior to the date Initial Repayment Date with respect to any Incomplete Turbines that have not achieved Completion as of such date, Borrower shall prepay the Term Loans in a principal amount equal to the principal amount of the Term Loan advanced on the Term-Conversion Date pursuant to this Section 2.12 to the extent that the proceeds thereof have not been applied to the payment of Project Costs in respect of Incomplete Turbines as to which the conditions specified in such Extension Request clause (e) above have been satisfied or waived as of the Initial Repayment Date, which amount of its Term Loans of such Class which it has elected to request shall be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed confirmed by the Administrative Agent). In the event Independent Engineer (it being acknowledged and agreed that the aggregate amount no Default or Event of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections Default shall be converted to Extended Term Loans on arise as a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit result of the applicable Collateral Documents and failure to satisfy such conditions, unless Borrower shall deliver fail to make such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agentprepayment). (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under of any Facility Class (an “Existing Term Loan FacilityClass”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16SECTION 2.06. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityClass) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to consistent with the Class of Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted of such Existing Term Loan Class to the extent provided in the applicable Term Loan Extension Amendment, or, if no scheduled amortization payments apply to such Existing Term Loan Class, scheduled amortization payments may apply to such Extended Term Loans after the Maturity Date of such Existing Term Loan Class; (ii) the interest margins rates and call protection with respect to the Extended Term Loans may be different than the interest margins rates and call protection for the Class of Term Loans being converted of such Existing Term Loan Class and upfront fees fees, premiums, and AHYDO payments may be paid to the Extending Term Lenders, in each case, Lenders to the extent provided in the applicable Term Loan Extension Amendment;; and (iii) the Term Loan Extension Amendment may provide for other except as to interest rates, fees, premiums, amortization, prepayments, AHYDO payments and, subject to clause (i) above, scheduled amortization (which shall, subject to the terms of this SECTION 2.06, be determined by the Borrower and set forth in the relevant offer of Extended Term Loans), the Extended Term Loans shall havewith covenants and events of default which, if not consistent with the terms that apply solely of the existing Term Loans, shall not be materially more restrictive to any period after the latest final maturity Loan Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of all Classes of the existing Term Loans and Revolving Commitments in effect on unless (x) the effective date Lenders of the existing Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Term Loan Extension Amendment immediately prior Maturity Date)latest Maturity Date applicable to the establishment of Existing Term Loan Class at the time such Extended Term Loans; andLoans are made or converted from an Existing Term Loan Class. (ivb) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (bc) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under such the applicable Existing Term Loan Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Class being Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative AgentAgent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under such the Existing Term Loan Class being converted subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (cd) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph clause (a) above (but which shall not require the consent of any other LenderLender other than those consents provided pursuant to this Agreement). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. Subject to the terms and conditions set forth herein, the Extended Term Lenders hereby agree to make Incremental Term Loans in the form of Extended Term Loans on and as of the Amendment No. 2 Effective Date to the Borrowers in an aggregate principal amount equal to the Outstanding Term Loans. Pursuant to Sections 2.14 and 2.16 of the Credit Agreement, the Extended Term Loans shall have the terms set forth in the Amended Credit Agreement and the following additional terms: (a) The Borrower may at any time and from time to time request that all or a portion of the Extended Term Loans under any Facility shall be funded on the Amendment No. 2 Effective Date as Eurodollar Rate Loans, with such Loans bearing interest based on the Interest Period(s) selected in the Committed Loan Notice delivered by the Borrowers to the Administrative Agent prior to the Amendment No. 2 Effective Date. (an “Existing b) Other than the maturity date, the Extended Term Loan Facility”) be converted to extend Loans shall have identical terms as the scheduled maturity date(s) of any payment of principal initial Term Loans (including, without limitation, with respect to mandatory prepayments and voluntary prepayments) and shall otherwise be subject to the provisions, including any provisions restricting the rights or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents as amended by this Amendment (the “Amended Loan Documents”). Each reference to “a Term Loan” and/or “Term Loans”, in the Credit Agreement shall be deemed to include the Extended Term Loans and all or a portion of any principal other related terms will have correlative meanings mutatis mutandis. (c) The parties hereto acknowledge and agree that the minimum amount of such requirements with respect to Incremental Term Loans (any such as defined in the Credit Agreement) shall not apply to the Extended Term Loans which have been so convertedadvanced on the Amendment No. 2 Effective Date. (d) For the avoidance of doubt, “the Extended Term LoansLoans (other than the Additional Incremental Term Loan) shall not count as an Incremental Term Loan for purposes of calculating the Maximum Incremental Facilities Amount. (e) If any existing Term Lender declines or fails to consent to this Amendment by returning an executed counterpart of this Amendment to the Administrative Agent prior to the Consent Deadline (as defined below) (each, a “Non-Consenting Term Lender”) and to provide for other terms consistent ), then such Lender’s Outstanding Term Loans shall be repaid with this Section 2.16. In order to establish any the proceeds of the Extended Term Loans, the Borrower which shall provide a notice be advanced to the Administrative Agent by the Additional Extended Term Lender on the Amendment No. 2 Effective Date. (who f) Solely for purposes of facilitating the “Paydown and Reallocate” option, any Lender consenting to the Amendment by way of “Paydown and Reallocate” (each, a “Consenting Non-Cashless Roll Term Lender” and, together with the Consenting Cashless Roll Term Lenders, the “Consenting Term Lenders”), shall provide have such Lender’s Outstanding Term Loans repaid with the proceeds of the Extended Term Loans, which shall be advanced to the Administrative Agent by the Additional Extended Term Lender on the Amendment No. 2 Effective Date. By executing a copy signature page and selecting the “Paydown and Reallocate” option, such Lender agrees to repurchase Extended Term Loans in an aggregate principal amount equal to its Outstanding Term Loans from the Additional Extended Term Lender promptly following the Amendment No. 2 Effective Date. (g) Solely for purposes of facilitating the “Cashless Roll” option, any Lender consenting to the Amendment by way of “Cashless Roll” shall have all of such notice to each Lender’s Outstanding Term Loans repaid with the proceeds of the Extended Term Loans. By executing a signature page and selecting the “Cashless Roll” option, such Lender agrees to fund Extended Term Loans on a “cashless roll” basis in an aggregate principal amount equal to its Outstanding Term Loans. (h) Notwithstanding anything to the contrary in the Credit Agreement or the other Loan Documents, the parties hereto acknowledge and agree that only the Non-Consenting Term Lenders under and the applicable Existing Consenting Non-Cashless Roll Term Loan Facility) (an “Extension Request”) setting forth the proposed terms Lenders will be entitled to receive cash proceeds of the Extended Term Loans to be established which shall be identical to the Class of Term Loans from which such as contemplated by clauses (e) and (f) above. All Extended Term Loans are shall be deemed to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan Extension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of the Term Loans under such Class that were not converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted may, to under the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term Loans. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Amended Credit Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Amended Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentDocuments. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at At any time and from time to time request that all or a portion of after the Term Loans under any Facility (an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term LoansClosing Date, the Borrower shall provide a may, upon notice to the Administrative Agent (who which shall provide promptly notify the Term Loan Lenders or any Additional Lender, as applicable), request an extension of the Maturity Date or the maturity date applicable to any Incremental Term Loans, as applicable, then in effect (such existing Maturity Date being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Term Loans being the “Existing Incremental Term Loan Maturity Date”) to a copy date specified in such notice. Within 10 Business Days of delivery of such notice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon), each Term Loan Lender or Additional Lender, as applicable, shall notify the Administrative Agent whether it consents to each such extension (which consent may be given or withheld in such Term Loan Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Term Loan Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Term Loan Lenders or the Additional Lenders of the Lenders under the applicable Existing Term Loan FacilityLenders’ or the Additional Lenders’ responses, as applicable. (b) (an “Extension Request”) setting forth the proposed terms of the Extended The Maturity Date or Existing Incremental Term Loans to be established which Loan Maturity Date, as applicable, shall be identical to the Class of Term Loans from which such Extended Term Loans are to be converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the interest margins extended only with respect to the Term Loans or Incremental Term Loans, as applicable, held by the Term Loan Lenders or Additional Lenders, as applicable, that have consented thereto (the Term Loan Lenders or Additional Lenders, as applicable, that so consent being the “Extending Term Lenders” and the Term Loan Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed that, except for the consents of the Extending Term Lenders, no other consents shall be required hereunder for such extensions). If so extended, (A) the scheduled Maturity Date with respect to the Term Loans held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.17(a) above, which shall become the new Maturity Date (such date, the “Extended Term Loan Maturity Date”) and (B) the scheduled maturity date with respect to any Incremental Term Loans held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.17(a) above, which shall become the new maturity date applicable to such Incremental Term Loans (such date, the “Extended Incremental Term Loan Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to (y) the Term Loan Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the then scheduled Maturity Date and the Extended Term Loan Maturity Date (after giving effect to such extension) and (z) the applicable Additional Lenders such extension, specifying the effective date of such extension (the “Incremental Term Loan Extension Effective Date”), the then scheduled maturity date applicable to such Incremental Term Loans and the Extended Incremental Term Loan Maturity Date (after giving effect to such extension). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.17 may be different than the interest margins and/or “floors” for the Class of existing Term Loans being converted or Incremental Term Loans, as applicable, and upfront fees may be paid to the Extending Term Lenders, in each case, case to the extent provided in the applicable Borrower’s notice. Except as to interest rates, fees, premiums, prepayments and final maturity (which shall be subject to this Section 2.17), the terms of the Term Loans held by the Extending Term Loan Extension Amendment; (iii) Lenders shall be substantially identical to the terms of the Term Loan Extension Amendment may provide for other covenants and terms that apply solely Loans held by the Non-Extending Term Lenders. As a condition precedent to any period after such extension, the latest final maturity Borrower shall deliver to the Administrative Agent a certificate of all Classes of Term Loans and Revolving Commitments in effect on the effective date Borrower dated as of the Term Loan Extension Amendment immediately prior to Effective Date or the establishment of such Extended Incremental Term Loans; and (iv) no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied Loan Extension Effective Date, as applicable, signed by a pro rata optional prepayment Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, the representations and warranties contained in Article VI made by it are true and correct in all material respects on and as of the Term Loans under such Class that were not converted. Any Extended Loan Extension Effective Date or the Incremental Term Loans converted pursuant to any Loan Extension Request shall be designated a Class of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted mayEffective Date, as applicable, except to the extent provided in that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default exists or will exist as of the applicable Term Loan Extension AmendmentEffective Date or the Incremental Term Loan Extension Effective Date, be designated as an increase in any previously established Class of Extended Term Loans. (b) applicable. The Borrower shall provide pay to the applicable Extension Request to all Lenders Administrative Agent for the account of each Non-Extending Term Lender the then unpaid principal amount of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Non-Extending Term Lender”) wishing to have all or a portion of its ’s Term Loans under such Class being converted into Extended or Incremental Term Loans shall notify Loans, as applicable, outstanding on the Existing Term Loan Maturity Date or the Existing Incremental Term Loan Maturity Date, as applicable (and pay any additional amounts required pursuant to Section 2.16)Notwithstanding the terms of Section 11.01, the Borrower and the Administrative Agent shall be entitled (an “Extension Election”without the consent of any other Lenders) on to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or prior to provide for the integration of, any extension of a Maturity Date or maturity date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject applicable to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Incremental Term Loans under such Class being converted exceeds the amount of Extended Term Loans requested Loans, as applicable, pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Electionthis Section 2.17. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each The Borrower may replace any Non-Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent in accordance with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral AgentSection 11.16. (d) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Facility of a given Class (each, an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.17. In order to establish any Extended Term Loans, the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Facility) Facility in respect of which such request is being made (an “Extension Request”or, at the option of the Borrower, to the Administrative Agent, who shall provide a copy to such Lenders) setting forth the proposed terms of the Extended Term Loans to be established established, which shall be identical to as agreed among the Class of Term Loans from which Borrower and the Lenders providing such Extended Term Loans are to be converted except Loans, it being understood that: : (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided as set forth in the applicable Term Loan Extension Amendment; , subject to the provisos below, (ii) the interest margins All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the interest margins All-In Yield for the Class of Term Loans being converted and upfront fees may be paid to the Extending of such Existing Term LendersLoan Facility, in each case, to the extent provided in the applicable Term Loan Extension Amendment; , (iii) the Term Loan Extension Amendment may provide for other covenants [reserved], and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the Term Loan Extension Amendment immediately prior to the establishment of such Extended Term Loans; and (iv) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms (other than as to scheduled amortization and final maturity date) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than scheduled amortization and in the case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be optionally prepaid earlier than the final maturity of the Existing Term Loan Facility being extended and (B) the scheduled amortization applicable to such Extended Term Loans shall not exceed (or occur on different dates than) the scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Facility being extended) at any time prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment final maturity of the Existing Term Loans under such Class that were not convertedLoan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than $5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion. (b) The Borrower shall provide the applicable Extension Request to all Lenders (which may be in the form of such Class that is subject a term sheet) to the Extension Request Lenders under the Existing Term Loan Facility being requested to extend (or, at least five (5) Business Days prior the option of the Borrower, to the date on which Lenders under Administrative Agent, who shall provide a copy to such Class being converted are requested to respondLenders). No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension RequestRequest or offer made pursuant to clause (e) below. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Class being Extension Request converted into Extended Term Loans shall notify the Borrower or, if acting as the Borrower’s arranger or agent, the Administrative Agent (an each, a “Term Loan Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent)Loans. In the event that the aggregate principal amount of Term Loans under such Class being converted the Existing Term Loan Facility in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans requested to be extended pursuant to the Extension Request, the Borrower may choose which Term Loans subject to Term Loan Extension Elections shall be converted to Extended Term Loans on a pro rata basis (subject to rounding by the Borrower or, if acting as the Borrower’s arranger or agent, the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Term Loan Extension Election. (c) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to Amendment amending the terms of this Agreement among the Borrower, the Administrative Agent Borrower and each Extending Term Lender providing an Extended Term Loan thereunder thereunder, which shall be consistent with the provisions set forth in paragraph (aSection 2.17(a) above and reasonably satisfactory to the Borrower and the Extending Term Lenders; provided that, except to the extent permitted pursuant to the terms of this Section 2.17, no Extension Amendment shall, unless in writing and signed by the Administrative Agent in addition to the Borrower and the Extending Term Lenders providing an Extended Term Loan thereunder, adversely affect the rights or administrative duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document (but which as determined by the Administrative Agent in good faith, acting reasonably) (it being understood and agreed that, for the avoidance of doubt, the extension of maturity of Loans and Commitments pursuant to this Section shall not require so affect the consent Administrative Agent for purposes of this proviso). The effectiveness of any other Lender). Each Term Loan Extension Amendment shall be binding subject to any applicable Extension Minimum Condition (unless waived by the Borrower) and, to the extent reasonably requested by the Extending Term Lenders, be subject to receipt by the Extending Term Lenders of (i) board resolutions and officers’ certificates consistent with those delivered on the LendersClosing Date, (ii) customary opinions of counsel to the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into (iii) supplemental or reaffirmation agreements and/or such amendments to the Collateral Documents and/or the Guaranty as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) Extending Term Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Loan Documents. The Extending Term Lenders shall promptly notify the Administrative Agent as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Person, to the extent reasonably required to (i) reflect the existence and shall deliver terms of the Extended Term Loans incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.17(a)) and (ii) effect such other documents, certificates amendments to this Agreement and opinions of counsel in connection therewith the other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Extending Term Lenders and the Borrower, to effect the provisions of this Section, and the Administrative Agent (as applicable) and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent, the Extending Term Lenders and the Borrower to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.17 (including payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the Collateral Agentrelevant Extension Amendment). (d) No conversion of Loans pursuant to any Term Loan Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (e) Notwithstanding anything to the contrary contained herein, at any time, the Borrower may offer any Lender of the relevant Existing Term Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Term Loan Extension Election in respect of all or a portion of its Term Loans on or prior to the date specified in the Extension Request relating to such Term Loan Extension Series the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Facility into Extended Term Loans under such Term Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Extending Term Lenders, (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Facility into Extended Term Loans pursuant to the respective Extension Request and (z) shall result in proportionate increases to the scheduled amortization payments, if any, otherwise owing with respect to the Term Loan Extension Series and (B) any Lender which agrees to an extension pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Borrower and executed by such Lender and the Borrower (and the Required Lenders hereby irrevocably authorize the Administrative Agent, the Extending Term Lenders and the Borrower to enter into any such joinder agreement). The joining Lender shall deliver a copy of such joinder to the Administrative Agent promptly (and, in any event, within three (3) Business Days) after the execution thereof; provided that such delivery to the Administrative Agent shall not to be a condition to the effectiveness of any such joinder. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Term Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Term Loan Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, notwithstanding anything to the contrary set forth in Section 10.01, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the applicable Existing Term Loan Facility in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Term Loan Extension Series into which such other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, and (ii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the last sentence of Section 2.17(c). (g) This Section 2.16 2.17 shall supersede any provisions in Section 2.13 2.05, Section 2.12, Section 2.13, Section 4.02, Section 8.03 or Section 10.01 to the contrary.

Extended Term Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.26, the Borrower may at any time and from time to time when no Default or Event of Default then exists request that all or a portion of the Initial Term Loans under any Facility or New Term Loans (each, an “Existing Term Loan FacilityTranche” and “Existing New Term Loan Tranche”) , respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Term Loans, New Term Loans (any such Term Loans which have been so converted, “Extended Term Loans” and “Extended New Term Loans”, respectively) and to provide for other terms consistent with this Section 2.162.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan FacilityTranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established established, which shall (x) be identical as offered to each Lender under the relevant Existing Tranche (other than the proposed interest rates and fees payable) and (y) be identical to the Class of Term Loans under the relevant Existing Tranche from which such Extended Term Loans are to be converted converted, except that: : (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans being converted to the extent provided in the applicable of such Existing Term Loan Extension Amendment; (ii) the interest margins with respect to the Extended Term Loans may be different than the interest margins for the Class of Term Loans being converted and upfront fees may be paid to the Extending Term Lenders, in each caseTranche, to the extent provided in the applicable Term Loan Extension Amendment; ; (iiiii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments Latest Maturity Date that is in effect on the effective date of the Term Loan Extension Amendment (immediately prior to the establishment of such Extended Loans); (iii) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the relevant Existing Tranche from which such Extended Loans have been converted before applying any such proceeds to prepay such Extending Term Loans; and and (iv) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrowers and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the all Term Loans with an earlier final stated maturity (including Term Loans under the Class Existing Term Loan Tranche from which they such Term Loans were converted converted) are repaid in full full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans under such Class that were not convertedhereunder and (B) the Weighted Average Life to Maturity of any Extended Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a Class series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Class of Extended Term LoansExtension Series with respect to such Existing Tranche. (b) The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted the Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.26. No Lender shall have any obligation to agree to have any of its Term Loans of such class any Existing Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (i) (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Class being Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class under the applicable Existing Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension. In the event that the aggregate principal amount of Term Loans under such Class being converted the respective Existing Term Loan Tranche, subject to Extension Elections relating to a particular Extension Request, exceeds the amount of Extended Term Loans requested pursuant to the such Extension Request, Term Loans subject to Extension Elections Loan of such Existing Term Loan Tranche shall either (i) be converted to Extended Term Loans Loan of such Existing Term Loan Tranche, on a pro rata basis based on the aggregate principal amount of Term Loans Loan of such Existing Term Loan Tranche included in each such Extension ElectionElections or (ii) to the extent such option is expressly set forth in the respective Extension Request, the Borrower shall have the option to increase the amount of Extended Term Loans so that such excess does not exist. (c) Extended Term Loans shall be established pursuant to an amendment (each, a “Term Loan Extension Amendment”) to this Agreement among the BorrowerBorrowers, the Administrative Agent and each Extending Term Lender Lender, providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (aSection 2.26(a) above (but which shall not require the consent of any other Lender). Each Term Loan The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment Amendment. After giving effect to the Extension, the Commitments shall cease to be a part of the Tranche they were a part of immediately prior to the Extension and shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agenta new Tranche hereunder. (d) This With respect to any Extension consummated by a Borrower pursuant to this Section 2.16 2.26, such Extension shall supersede not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.26 (including, for the avoidance of doubt, payment of any provisions interest or fees in respect of any Extended Term Loan on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Credit Agreement (including, without limitation, Sections 2.11, 2.12, 2.18 or 10.7) or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.13 or 10.01 2.26, provided that such consent shall not be deemed to be an acceptance of the Extension Request. (e) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the contraryextent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Loans incurred pursuant thereto, (ii) modify the scheduled repayments with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans), (iii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 2.10, (iv) establish new Tranches or sub-Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches or sub-Tranches, in each case on terms consistent with this Section 2.26, and (v) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.26, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.26 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extension, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).