Common use of Extension of Loans Clause in Contracts

Extension of Loans. (a) The Company may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Extension Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offer.

Extension of Loans. (a) The Company Borrower Representative may, on one behalf of the Borrowers, at any time and from time to time request that all or more occasionsa portion of the Loans of any Class (an “Existing Loan Class”) be converted or exchanged 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 Loans (any such Loans which have been so extended, by “Extended Loans”) and to provide for other terms consistent with this Section 2.14. Prior to entering into any Extension Amendment with respect to any Extended Loans, the Borrower Representative shall provide written notice to the Administrative AgentAgent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Class, make one or more offers with such request offered equally to all such Lenders of such Existing Loan Class) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to be established, which terms shall be identical in all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable material respects to the Company; provided Loans of the Existing Loan Class from which they are to be extended except that (i) any such offer the scheduled final maturity date shall be made extended, (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, OID and voluntary prepayment terms and premiums with respect to the Extended Loans may be different than those for the Loans of such Existing Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Loans in addition to any of the items contemplated by the Company preceding clause (A), in each case, to all the extent provided in the applicable Extension Amendment, (iii) the Extended Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Representative and the Lenders with thereof, (iv) any Extended Loans of the Specified Class with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or less than a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans and Commitmentsbut, except as otherwise permitted by this Agreement, not greater than a pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) no Default or Event of Default (iii), in each case as specified in the respective Extension Request, except that the Borrowers shall have occurred be permitted to permanently repay and be continuing at the time of terminate any such offerClass of Loans on a greater than pro rata basis as compared to any other Class of Loans with a later Maturity Date than such Class or in connection with any Refinancing thereof with Other Loans, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (ivv) in the case of any Loan Extension Amendment relating may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Loans that is in effect immediately prior to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date establishment of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madeExtended Loans. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept agree to have any of its Loans of any Existing Loan Class converted into Extended Loans pursuant to any Extension Request. Any Extended Loans of any Extension Series shall constitute a separate Class of Loans from the Existing Loan Class from which they were extended; provided that any Extended Loans amended from an Existing Loan Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Loan Extension OfferSeries with respect to such Existing Loan Class.

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a “Term Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of a Class of Term Loans of the Specified Class with a like maturity date (whether under one or more tranches) Term Loan Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Term Loans of such Class with the same Term Loan Maturity Date) and on the same terms to each such Term Lender, the Borrower may from time to time with the consent of any Term Lender that shall have accepted such offer extend the maturity date of any Term Loans and Commitmentsotherwise modify the terms of such Term Loans of such Term Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, a “Term Loan Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Term Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) no Default or Event except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of Default any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have occurred and be continuing at the time same terms as the tranche of any Term Loans subject to such offerExtension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule applicable to Term Loans pursuant to Section 2.11(a) for periods prior to the Original Term Loan Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans intended to be extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferBorrower.

Extension of Loans. (a) The Company mayBorrowers may from time to time, on pursuant to the provisions of this Section 2.24, agree with one or more occasionsLenders holding Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by written notice increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Class or any portion thereof) (each such modification an “Extension”) pursuant to the Administrative Agent, make one or more written offers (each, a each an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrowers to all Lenders with Loans of the Specified under any Class with a like maturity date (whether that is proposed to be extended under one or more tranches) this Section 2.24, in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the applicable outstanding Loans of each Lender in such Class) and Commitments)on the same terms to each such Lender. In connection with each Extension, (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating Borrower Representative will provide notification to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth Administrative Agent (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested for distribution to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept applicable Class), no later than ninety days prior to the maturity of the applicable Loan Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer (such Lenders, by the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender applicable due date shall be deemed to have accepted rejected such Extension. After giving effect to any Loan Extension, the Term Loans, Incremental Term Loans, Other Term Loans or Revolving Loans so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension Offer unless it and shall be a new Class hereunder; provided that subject to the provisions of Sections 2.3(k) and 2.4(l) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Revolving Credit Commitments which have affirmatively done sobeen extended pursuant to this Section 2.24 (“Extended Revolving Credit Commitments”) with a longer maturity date, it being further understood that no Lender all Swing Line Loans and Letters of Credit shall have any obligation be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments and Extended Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Commitments and Extended Revolving Credit Commitments (and except as provided in Sections 2.3(k) and 2.4(l), without giving effect to accept any Loan Extension Offerchanges thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and Extended Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments).

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of Loans of the Specified Class with a like maturity date (whether under one or more tranches) Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender (an “Extending Lender”) that shall have accepted such offer extend the maturity date of any Loans and Commitmentsotherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”, and each group of Loans as so extended (each, an “Extended Loan”), as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) no Default except as to interest rates, fees, final maturity date, amortization, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer) and except for covenants or Event other provisions contained therein applicable only to periods after the then Latest Maturity Date, the Loans of Default any Lender extended pursuant to any Extension shall have occurred and the same terms as the tranche of Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Loans shall be continuing no earlier than the then Latest Maturity Date at the time of any such offerextension and there shall be no scheduled amortization payments for periods prior to the Original Loan Maturity Date, (iiiiv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall Table of Contents be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company Borrower and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (xix) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested interest rate applicable to become effective (which shall not any Extended Loans will be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to determined by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to Borrower and the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (lenders providing such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferExtended Loans.

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of Loans of the Specified Class with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Loans with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Loans and Commitmentsotherwise modify the terms of such Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Lender’s Loans (if any)) (each, an “Extension”, and each group of Loans as so extended, as well as the original Loans (not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to pricing (interest rate, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an Extension with respect to such offerLoans (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the Latest Maturity Date of the Loans), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date of the Loans, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no less than 91 days longer than the remaining Weighted Average Life to Maturity of non-extended Loans, (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer (provided that if the applicable Extending Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Loans of the tranche being extended), (vi) after giving effect to any tranche of Loans, there shall not be more than five tranches of Loans outstanding under this Agreement at any time (it being understood that, for purposes of this clause (vi), the Initial Loans, any tranche of Extended Loans and any tranche of Incremental Loans shall constitute separate and distinct tranches of Loans), (vii) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferBorrower.

Extension of Loans. (a) The Company Borrower may, on one at any time and from time to time request that all or more occasionsa portion of the Loans (which shall include the corresponding Commitments in the case of Revolving Loans for purposes of this paragraph) of a given Class (an “Existing Loan Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Loan Tranche (any such Loans which have been so amended, by written “Extended Loans”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Existing Loan Tranche (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 all relevant Lenders) and offered pro rata to each Lender under such Existing Loan Tranche and (each Class subject y) be identical to the Loans under the Existing Loan Tranche from which such a Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Loan Extension OfferTranche, a “Specified Class”) to make one or more amendments (a “Loan the extent provided in the applicable Extension Amendment”; provided, however, that at no time shall there be Classes of Extended Loans which have more than three (3) pursuant to procedures reasonably specified different Maturity Dates (unless a greater number of Maturity Dates is approved by the Administrative Agent and reasonably acceptable in its sole discretion); (ii) the All-In Yield with respect to the CompanyExtended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that (i) any such offer shall no Extended Loans may be made by optionally prepaid prior to the Company to all Lenders with Loans Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on initial Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)initial Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Loan Tranche, (iiiC) 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 the Existing Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing, (E) any applicable Minimum Extended Loans may participate on a pro rata basis or less than a pro rata basis, but not on a greater than pro rata basis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans (so long as the initial Loans do not receive less than pro rata treatment)) in any voluntary or any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Loan Extension Condition shall be satisfied unless waived by the Company Request and (ivF) in any Extended Loans may include any Previously Absent Financial Covenant so long as the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender Administrative Agent shall have approved been given prompt written notice thereof and this Agreement is amended to include such Loan Extension Amendment. Such notice shall set forth Previously Absent Financial Covenant for the benefit of each Class (provided, however, that if (x) the terms and conditions of the requested Loan documentation governing any Extension Amendment that includes a Previously Absent Financial Covenant in respect of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the date on which such Loan Extension Amendment is requested benefit of a Class of revolving loans (and not any Class of term loans), the Previously Absent Financial Covenant shall only be required to become effective (which be included in this Agreement for the benefit of Revolving Loans; provided that Previously Absent Financial Covenant shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed required to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect be added to the Loans and Commitments under this Agreement if such Previously Absent Financial Covenant in respect to of Extended Loans is for the Lenders period commencing after the Latest Maturity Date. Any Extended Loans amended pursuant to any Loan Extension Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Specified Class that accept extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Loans and Commitments of such Specified Class as to Existing Loan Tranche (in which such Lender’s acceptance has been made. No Lender case scheduled amortization with respect thereto shall be deemed proportionately increased). Each request for a Loan Extension Series of Extended Loans proposed to have accepted be incurred under this Section 2.25 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Offer unless it shall have affirmatively done soRequest, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offerwhich may be waived by the Borrower in its sole discretion.

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a “Term Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of a Class of Term Loans of the Specified Class with a like maturity date (whether under one or more tranches) Term Loan Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Term Loans of such Class with the same Term Loan Maturity Date) and on the same terms to each such Term Lender, the Borrower may from time to time with the consent of any Term Lender that shall have accepted such Term Loan Extension Offer extend the maturity date of any Term Loans and Commitmentsotherwise modify the terms of such Term Loans of such Term Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, a “Term Loan Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension shall have the same terms as the tranche of Term Loans subject to such Extension Offer (provided that the terms and conditions applicable to such Term Loan Extension may provide for any additional or different terms that are agreed between the Borrower and the Lenders accepting such Terms Loan Extension Offer to the extent applicable only during periods after the then Latest Maturity Date), (ii) no Default or Event of Default shall have occurred and be continuing at the time final maturity date of any such offerExtended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule applicable to Term Loans pursuant to Section 2.11(a) for periods prior to the Original Term Loan Maturity Date may not be increased, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans intended to be extended thereby, (iv) any Extended Term Loans that rank pari passu in right of security with the existing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the applicable Extension Offer (provided, however, that any Extended Term Loan may participate on a greater than pro rata basis, on a pro rata basis or on a less than pro rata basis in any voluntary prepayments), (v) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferBorrower.

Extension of Loans. (a) The Company mayBorrowers may from time to time, on pursuant to the provisions of this Section 2.24 , agree with one or more occasionsLenders holding Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by written notice increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Class or any portion thereof) (each such modification an “Extension”) pursuant to the Administrative Agent, make one or more written offers (each, a each an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrowers to all Lenders with Loans of the Specified under any Class with a like maturity date (whether that is proposed to be extended under one or more tranches) this Section 2.24, in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the applicable outstanding Loans of each Lender in such Class) and Commitments)on the same terms to each such Lender. In connection with each Extension, (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating Borrower Representative will provide notification to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth Administrative Agent (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested for distribution to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept applicable Class), no later than ninety days prior to the maturity of the applicable Loan Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer (such Lenders, by the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender applicable due date shall be deemed to have accepted rejected such Extension. After giving effect to any Loan Extension, the Term Loans, Incremental Term Loans, Other Term Loans or Revolving Loans so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension Offer unless it and shall be a new Class hereunder; provided that subject to the provisions of Sections 2.3(k) and 2.4(l) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Revolving Credit Commitments which have affirmatively done sobeen extended pursuant to this Section 2.24 (“Extended Revolving Credit Commitments”) with a longer maturity date, it being further understood that no Lender all Swing Line Loans and Letters of Credit shall have any obligation be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments and Extended Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Commitments and Extended Revolving Credit Commitments (and except as provided in Sections 2.3(k) and 2.4(l), without giving effect to accept any Loan Extension Offerchanges thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and Extended Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments).

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aeach, an “Existing Loan Tranche”) The Company maybe amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.09. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all be established, which shall (x) be identical as offered to each Lender under such Existing Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Loan Tranche and (y) be similar to the Loans under the Existing Loan Tranche from which such Extended Loans are to be amended, except that: (i) the All-In Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (ii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the maturity date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iii) Extended Loans may have different call protection as may be agreed by the Borrower and the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Companythereof; provided that no Extended Loans may be optionally prepaid prior to the date on which all Loans with an earlier final stated maturity (iincluding Loans under the Existing Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by at least a pro rata optional prepayment of such other Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the maturity date of any then existing Loans hereunder, (C) the Weighted Average Life to Maturity of any Extended Loans of a given Loan Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Loans) than the remaining Weighted Average Life to Maturity of any Existing Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any such offer shall be made by the Company to all Lenders with Extended Loans of the Specified Class with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or less than a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (ivbut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the case of respective Loan Extension Request. Any Extended Term Loans amended pursuant to any Loan Extension Amendment relating Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Revolving Credit Commitmentsextent provided in the applicable Extension Amendment, each Issuing Lender shall have approved such be designated as an increase in any previously established Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Existing Loan Tranche. Each Loan Extension Series of Extended Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender incurred under this Section 2.09 shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood in an aggregate principal amount that no Lender shall have any obligation to accept any Loan Extension Offeris not less than $25,000,000.

Extension of Loans. (a) The Company maymay at any time and from time to time request that all or a portion of the Loans of any Class (each, on one an “Existing Term Loan Class”) be converted or more occasionsexchanged to extend the scheduled Final Maturity Date of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so extended, by “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Company shall provide written notice to the Administrative AgentAgent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Class, make one or more offers with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, a “Term Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical in all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable material respects to the Company; provided Loans of the Existing Term Loan Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization, if any, of principal of the Loans of such Existing Term Loan Class (with any such offer delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Term Commitment Agreement, the Refinancing Amendment or any other amendment, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.16(b) below), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Company and the Lenders thereof, (iv) any Extended Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Loans hereunder (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Loans in any mandatory prepayments under Section 4.02(g) as specified in the respective Term Loan Extension Request and (v) the Extension Amendment may provide for (x) additional, but not contrary, covenants and terms that apply to any period after the Final Maturity Date in respect of Term B-2 Loans that is in effect immediately prior to the establishment of such Extended Term Loans and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Final Maturity Date, such Previously Absent Financial Maintenance Covenant shall be made by included for the Company benefit of the Loans. No Lender shall have any obligation to all Lenders with agree to have any of its Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans extended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement and shall constitute a separate Class of Loans from the Specified Existing Term Loan Class from which they were extended; provided that any Extended Term Loans amended from an Existing Term Loan Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Class.Extension Request. The Company shall provide the applicable Extension Request to the Administrative Agent at least ten (10) Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the applicable Existing Term Loan Class are requested to respond. Any Lender holding a like maturity Loan under an Existing Term Loan Class (each, an “Extending Term Lender”) wishing to have all or a portion of its Loans of an Existing Term Loan Class or Existing Term Loan Classes, as applicable, subject to such Extension Request converted or exchanged into Extended Term Loans, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date (whether under one specified in such Extension Request of the amount of its Loans which it has elected to convert or more tranches) exchange into Extended Term Loans. In the event that the aggregate principal amount of Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Loans subject to Extension Elections shall be converted or exchanged into Extended Term Loans on a pro rata basis (subject to such rounding requirements as may be established by the Administrative Agent) based on the aggregate outstanding principal amount of Loans included in each such Extension Election or as may be otherwise agreed to in the applicable Loans and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at Extension Amendment. Any Lender not responding within the above time of any such offer, (iii) any applicable Minimum Extension Condition period shall be satisfied unless waived by deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date applicable Lenders of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offer’ responses.

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company DW Animation to all Lenders with Loans of the Specified Class Commitments with a like maturity date (whether under one or more tranches) date, on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans respective Commitments with a like maturity date) and Commitmentson the same terms to each such Lender, DW Animation is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Commitments and otherwise modify the terms of such Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments (and related outstandings) (each, an “Extension”, and each group of Commitments as so extended, as well as the original Commitments (not so extended), being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted)), so long as the following terms are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to pricing (interest rate, fees, funding discounts and prepayment premiums) and maturity (which shall be set forth in the relevant Extension Offer) and any other terms that are effective only after the final maturity or termination of all Commitments in effect on the date of the applicable Extension Amendment and the payment in full of all Obligations related thereto, the Commitment of any Lender that agrees to an Extension with respect to such offerCommitment (an “Extending Lender”) extended pursuant to an Extension (an “Extended Commitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) with the same terms as the original Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Commitments) of Loans with respect to Extended Commitments after the applicable Extension date shall be made on a pro rata basis with all other Commitments, (2) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the applicable Extension date shall be made on a pro rata basis with all other Commitments, except that DW Animation shall be permitted to permanently repay and terminate Commitments of any tranche on a better than a pro rata basis as compared to any other Commitments of any tranche with a later maturity date than such Commitments, (3) assignments and participations of Extended Commitments and extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans and (4) at no time shall there be Commitments hereunder (including Extended Commitments and any original Commitments) which have more than two different maturity dates, (iii) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by DW Animation pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iv) all documentation in respect of such Extension shall be consistent with the foregoing and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferDW Animation.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aeach, an “Existing Loan Tranche”) The Company maybe amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Loan Tranche and (y) be identical to the Loans under the Existing Loan Tranche from which such Extended Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Loan Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Borrower and the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Companythereof; provided that no Extended Loans may be optionally prepaid prior to the date on which all Loans with an earlier final stated maturity (iincluding Loans under the Existing Loan Tranche from which they were amended) any are repaid in full, unless such offer shall be made optional prepayment is accompanied by the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on at least a pro rata basis optional prepayment of such other Loans; provided, however, that (based on the aggregate outstanding principal amount of the applicable Loans and Commitments), (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any then existing Loans hereunder, (iiiC) the Weighted Average Life to Maturity of any Extended Loans of a given Loan Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Loans) than the remaining Weighted Average Life to Maturity of any Existing Loan Tranche, (D) any applicable Minimum Extension Condition such Extended Loans (and the Liens securing the same) shall be satisfied unless waived permitted by the Company terms of the Junior Lien Intercreditor Agreement, (E) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (ivF) any Extended Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the case of respective Loan Extension Request. Any Extended Loans amended pursuant to any Loan Extension Amendment relating Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Revolving Credit Commitmentsextent provided in the applicable Extension Amendment, each Issuing Lender shall have approved such be designated as an increase in any previously established Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Existing Loan Tranche. Each Loan Extension Series of Extended Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender incurred under this Section 2.16 shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood in an aggregate principal amount that no Lender shall have any obligation to accept any Loan Extension Offeris not less than $10,000,000.

Extension of Loans. (a) The Company Borrower may, on one at any time and from time to time request that all or more occasionsa portion of the Loans (which shall include the corresponding Commitments in the case of Revolving Loans for purposes of this paragraph) of a given Class (an “Existing Loan Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Loan Tranche (any such Loans which have been so amended, by written “Extended Loans”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Existing Loan Tranche (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 all relevant Lenders) and offered pro rata to each Lender under such Existing Loan Tranche and (each Class subject y) be identical to the Loans under the Existing Loan Tranche from which such a Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Loan Extension OfferTranche, a “Specified Class”) to make one or more amendments (a “Loan the extent provided in the applicable Extension Amendment”; provided, however, that at no time shall there be Classes of Extended Loans which have more than three (3) pursuant to procedures reasonably specified different Maturity Dates (unless a greater number of Maturity Dates is approved by the Administrative Agent and reasonably acceptable in its sole discretion); (ii) the All-In Yield with respect to the CompanyExtended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that (i) any such offer shall no Extended Loans may be made by optionally prepaid prior to the Company to all Lenders with Loans Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on initial Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)initial Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Loan Tranche, (iiiC) 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 the Existing Loan 59562397_5 LEGAL_US_E # 113892680.8124105178.14 Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing, (E) any applicable Minimum Extension Condition shall be satisfied unless waived by Extended Loans may participate on a pro rata basis or less than a pro rata basis, but not on a greater than pro rata basis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans (so long as the Company and (ivinitial Loans do not receive less than pro rata treatment) or in the case of any permitted refinancing thereof) in any voluntary or any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Loan Extension Amendment relating to Request and (F) any Extended Loans may include any Previously Absent Financial Covenant so long as the Revolving Credit Commitments, each Issuing Lender Administrative Agent shall have approved been given prompt written notice thereof and this Agreement is amended to include such Loan Extension Amendment. Such notice shall set forth Previously Absent Financial Covenant for the benefit of each Class (provided, however, that if (x) the terms and conditions of the requested Loan documentation governing any Extension Amendment that includes a Previously Absent Financial Covenant in respect of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the date on which such Loan Extension Amendment is requested benefit of a Class of revolving loans (and not any Class of term loans), the Previously Absent Financial Covenant shall only be required to become effective (which be included in this Agreement for the benefit of Revolving Loans; provided that Previously Absent Financial Covenant shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed required to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect be added to the Loans and Commitments under this Agreement if such Previously Absent Financial Covenant in respect to of Extended Loans is for the Lenders period commencing after the Latest Maturity Date. Any Extended Loans amended pursuant to any Loan Extension Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Specified Class that accept extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Loans and Commitments of such Specified Class as to Existing Loan Tranche (in which such Lender’s acceptance has been made. No Lender case scheduled amortization with respect thereto shall be deemed proportionately increased). Each request for a Loan Extension Series of Extended Loans proposed to have accepted be incurred under this Section 2.25 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Offer unless it shall have affirmatively done soRequest, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offerwhich may be waived by the Borrower in its sole discretion.

Extension of Loans. (a) The Company Borrower Representative may, on one behalf of the Borrowers, at any time and from time to time request that all or more occasionsa portion of the Loans of any Class (an “Existing Loan Class”) be converted or exchanged 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 Loans (any such Loans which have been so extended, by “Extended Loans”) and to provide for other terms consistent with this Section 2.14. Prior to entering into any Extension Amendment with respect to any Extended Loans, the Borrower Representative shall provide written notice to the Administrative AgentAgent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Class, make one or more offers with such request offered equally to all such Lenders of such Existing Loan Class) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to be established, which terms shall be identical in all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable material respects to the Company; provided Loans of the Existing Loan Class from which they are to be extended except that (i) any such offer the scheduled final maturity date shall be made extended, (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, OID and voluntary prepayment terms and premiums with respect to the Extended Loans may be different than those for the Loans of such Existing Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Loans in addition to any of the items contemplated by the Company preceding clause (A), in each case, to all the extent provided in the applicable Extension Amendment, (iii) the Extended Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Representative and the Lenders with thereof, (iv) any Extended Loans of the Specified Class with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or less than a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans and Commitmentsbut, except as otherwise permitted by this Agreement, not greater than a pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) no Default or Event of Default (iii), in each case as specified in the respective Extension Request, except that the Borrowers shall have occurred be permitted to permanently repay and be continuing at the time of terminate any such offerClass of Loans on a greater than pro rata basis as compared to any other Class of Loans with a later Maturity Date than such Class or in connection with any Refinancing thereof with Other Loans, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (ivv) in the case of any Loan Extension Amendment relating may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Loans that is in effect immediately prior to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date establishment of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madeExtended Loans. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept agree to have any of its Loans of any Existing Loan Class converted into Extended Loans pursuant to any Extension Request. Any Extended Loans of any Extension Series shall constitute a separate Class of Loans from the Existing Loan Class from which they were extended; provided that any Extended Loans amended from an Existing Loan Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Loan Extension Offer.Series with respect to such Existing Loan Class. 101

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a “Term Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of a Class of Term Loans of the Specified Class with a like maturity date (whether under one or more tranches) Term Loan Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Term Loans of such Class with the same Term Loan Maturity Date) and on the same terms to each such Term Lender, the Borrower may from time to time with the consent of any Term Lender that shall have accepted such Term Loan Extension Offer extend the maturity date of any Term Loans and Commitmentsotherwise modify the terms of such Term Loans of such Term Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, a “Term Loan Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension shall have the same terms as the tranche of Term Loans subject to such Extension Offer (provided that the terms and conditions applicable to such Term Loan Extension may provide for any additional or different terms that are agreed between the Borrower and the Lenders accepting such Terms Loan Extension Offer to the extent applicable only during periods after the then Latest Maturity Date), (ii) no Default or Event of Default shall have occurred and be continuing at the time final maturity date of any such offerExtended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule applicable to Term Loans pursuant to Section 2.11(a) for periods prior to the OriginalExtended Term Loan Maturity Date may not be increased, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans intended to be extended thereby, (iv) any Extended Term Loans that rank pari passu in right of security with the existing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the applicable Extension Offer (provided, however, that any Extended Term Loan may participate on a greater than pro rata basis, on a pro rata basis or on a less than pro rata basis in any voluntary prepayments), (v) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferBorrower.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aeach, an “Existing Tranche”) The Company maybe amended to extend the Scheduled Termination Date with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or “Extended Loans”) and to provide for other terms consistent with this Section 2.13; provided that there shall be no more occasionsthan three (3) Classes of Loans outstanding pursuant to this Section 2.13 at any time. In order to establish any Extended Loans, by written the Borrower shall provide a notice in writing to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Tranche) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided that proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Tranche and (y) be identical to the Loans under the Existing Tranche from which such Extended Loans are to be amended, except that: (i) the Scheduled Termination Date of the Extended Loans shall be later than the Scheduled Termination Date of the Loans of such Existing Tranche, (ii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such offer Extended Loans); and (iii) all borrowings of the Loans and repayments thereof shall be made by the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on a pro rata basis (based except for (I) payments of interest and fees at different rates on Extended Loans and (II) repayments required upon the aggregate outstanding principal amount Termination Date of the applicable Loans non-extending Loans); provided, further, that (A) the conditions precedent to a Borrowing set forth in Section 4.2 shall be satisfied or duly waived as of the date of such Extension Amendment and Commitments)at the time when any Extended Loans, (iiB) in no Default or Event event shall the final maturity date of Default shall have occurred and be continuing 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 Loans hereunder, (C) any such offer, Extended Loans (iiiand the Liens securing the same) any applicable Minimum Extension Condition shall be satisfied unless waived permitted by the Company terms of the Intercreditor Agreement and the First Lien/Second Lien Intercreditor Agreement and Notes Intercreditor Agreement (in each case to the extent any such agreement is then in effect) and (ivD) all documentation in respect of the such Extension Amendment shall be consistent with the foregoing. Any Extended Loans amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Tranche may, to the extent provided in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan applicable Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan , be designated as an increase in any previously established Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Existing Tranche. Each Extension Series of Extended Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender incurred under this Section 2.13 shall be deemed in an aggregate principal amount equal to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offernot less than $10,000,000.

Extension of Loans. (a) The At any time after the Closing Date, the Company maymay obtain, on one from any Lender or more occasionsany Eligible Transferee, by written notice Other Loans to refinance all or any portion of the Administrative Agent, make one applicable Class or more offers (each, a “Loan Extension Offer”) to all the Lenders Classes of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) Loans then outstanding under this Agreement which will be made pursuant to procedures reasonably specified by Other Loan Commitments, in the Administrative Agent and reasonably acceptable case of Other Loans pursuant to the Companya Refinancing Amendment; provided that such Other Loans (i) any such offer shall be made by rank equal in priority in right of payment with the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable other Loans and Commitments)Commitments hereunder, (ii) no Default shall be unsecured or Event rank pari passu (without regard to the control of Default remedies) or junior in right of security with any Obligations under this Agreement and, if secured on a junior basis, shall have occurred and be continuing at the time of any such offersubject to a Junior Lien Intercreditor Agreement, (iii) if secured, shall not be secured by any applicable Minimum Extension Condition shall property or assets of the Company or its Subsidiaries other than the Collateral, (iv) are not at any time guaranteed by any Subsidiary of the Company other than Subsidiary Guarantors, (v)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be satisfied unless waived agreed by the Company and the Lenders thereof and/or (ivB) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the case of any Loan Extension Amendment relating to the Revolving Credit Commitmentsapplicable Refinancing Amendment, each Issuing Lender shall (vi) may have approved such Loan Extension Amendment. Such notice shall set forth optional prepayment terms (x) the including call protection and prepayment terms and conditions of premiums) as may be agreed between the requested Loan Extension Amendment Company and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer thereof, (such Lendersvii) will have a final maturity date no earlier than, the “Accepting Lenders”) and, in the case of Other Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that are determined by the board of directors of the Company to either (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans (as determined by the Company in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Company, when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except to the extent necessary to provide for (x) covenants and other terms applicable to any Accepting Lender, only with respect period after the Final Maturity Date of the Class of Loans or Commitments being refinanced in effect immediately prior to such Lender’s refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Other Loans and Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Final Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Loans; provided, further, that a certificate of an Authorized Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Specified Other Loans, together with a reasonably detailed description of the material terms and conditions of such Indebtedness and drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which is disagrees). Any Other Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Loans constituting Obligations in any mandatory prepayments under Section 4.02(b)), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Company shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans are provided with the benefit of the applicable Credit Documents.Each Class of Other Commitments and Other Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof or such lower amount as the Company and the Administrative Agent may agree (or such other amount to repay any Class of outstanding Term Loans in full). The Administrative Agent shall promptly notify each Lender as to which such Lender’s acceptance has been madethe effectiveness of each Refinancing Amendment. No Lender Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to have accepted the extent (but only to the extent) necessary to reflect the existence and terms of the Other Commitments and Other Loans incurred pursuant thereto (including any Loan Extension Offer unless it shall have affirmatively done soamendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments). Any Refinancing Amendment may, it being further understood that no Lender shall have without the consent of any obligation other Lenders, effect such amendments to accept any Loan Extension Offerthis Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.17.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given class (aeach, an “Existing Term Loan Tranche”) The Company maybe amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be 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) and offered pro rata to each Lender under such Existing Term Loan Tranche and (each Class y) (except as to interest rates, fees, amortization, final maturity date, AHYDO Payments, optional prepayments and redemptions, premium, required prepayment dates and participation in prepayments, which shall be determined by the Borrower and the Extending Lenders and set forth in the relevant Extension Request), be substantially identical to, or (taken as a whole) not materially more favorable (as reasonably determined by the Borrower) to the Extending Lenders than those applicable to the Existing Term Loan Tranche subject to such a Extension Request (except to the extent (1) only applicable after the Latest Maturity Date then in effect (immediately prior to the establishment of such Extended Loans), (2) such covenants, defaults and similar non-economic provisions are incorporated into this Agreement and the other Loan Extension Offer, a “Specified Class”) to make one or more amendments Documents for the benefit of all existing Lenders (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by it being understood and agreed that the Borrower and the Administrative Agent and may amend the Loan Documents to reflect such changes without the consent of any other person), (3) such terms are consistent with the then-prevailing market convention, as determined in good faith by the Borrower, or (4) such terms are reasonably acceptable satisfactory to the Company; provided that Administrative Agent) including: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be classes of Loans hereunder (including Refinancing Term Loans and Extended Loans) which have more than five different Maturity Dates; (ii) the All-In Yield, pricing, optional redemptions and prepayments and AHYDO Payments with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemptions and prepayments and AHYDO Payments for the Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that (1) apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans), (2) are incorporated into this Agreement and the other Loan Documents for the benefit of all existing Lenders (it being understood and agreed that the Borrower and the Administrative Agent may amend the Loan Documents to reflect such changes without the consent of any other person), (3) are consistent with the then-prevailing market convention, as determined in good faith by the Borrower, or (4) are reasonably satisfactory to the Administrative Agent; and (iv) Extended Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; 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 Loans hereunder, (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 the applicable Existing Term Loan Tranche, (C) any such offer Extended Loans (and the Liens securing the same) shall be made permitted by the Company to all Lenders with Loans terms of the Specified Class Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect), (D) all documentation in respect of such Extension Amendment shall be consistent with a like maturity date the foregoing and (whether under one or more tranchesE) any Extended Loans may participate on a pro rata basis or less than a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (ivbut not greater than a pro rata basis) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) andmandatory repayments or prepayments hereunder, in each case as specified in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offer.respective Extension

Extension of Loans. (a) The Company Borrower may, on one at any time and from time to time request that all or more occasionsa portion of the Loans (which shall include the corresponding Commitments in the case of Revolving Loans for purposes of this paragraph) of a given Class (an “Existing Loan Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Loan Tranche (any such Loans which have been so amended, by written “Extended Loans”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Existing Loan Tranche (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 all relevant Lenders) and offered pro rata to each Lender under such Existing Loan Tranche and (each Class subject y) be identical to the Loans under the Existing Loan Tranche from which such a Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Loan Extension OfferTranche, a “Specified Class”) to make one or more amendments (a “Loan the extent provided in the applicable Extension Amendment”; provided, however, that at no time shall there be Classes of Extended Loans which have more than three (3) pursuant to procedures reasonably specified different Maturity Dates (unless a greater number of Maturity Dates is approved by the Administrative Agent and reasonably acceptable in its sole discretion); (ii) the All-In Yield with respect to the CompanyExtended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that (i) any such offer shall no Extended Loans may be made by optionally prepaid prior to the Company to all Lenders with Loans Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on initial Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)initial Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Loan Tranche, (iiiC) 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 the Existing Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing, (E) any applicable Minimum Extended Loans may participate on a pro rata basis or less than a pro rata basis, but not on a greater than pro rata basis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans (so long as the initial Loans do not receive less than pro rata treatment)) in any voluntary or any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Loan Extension Condition shall be satisfied unless waived by the Company Request and (ivF) in any Extended Loans may include any Previously Absent Financial Covenant so long as the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender Administrative Agent shall have approved been given prompt written notice thereof and this Agreement is amended to include such Loan Extension Amendment. Such notice shall set forth Previously Absent Financial Covenant for the benefit of each Class (provided, however, that if (x) the terms and conditions of the requested Loan documentation governing any Extension Amendment that includes a Previously Absent Financial Covenant in respect of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the date on which such Loan Extension Amendment is requested benefit of a Class of revolving loans (and not any Class of term loans), the Previously Absent Financial Covenant shall only be required to become effective (which be included in this Agreement for the benefit of Revolving Loans; provided that Previously Absent Financial Covenant shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed required to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect be added to the Loans and Commitments under this Agreement if such Previously Absent Financial Covenant in respect to of Table of Contents Extended Loans is for the Lenders period commencing after the Latest Maturity Date. Any Extended Loans amended pursuant to any Loan Extension Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Specified Class that accept extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Loans and Commitments of such Specified Class as to Existing Loan Tranche (in which such Lender’s acceptance has been made. No Lender case scheduled amortization with respect thereto shall be deemed proportionately increased). Each request for a Loan Extension Series of Extended Loans proposed to have accepted be incurred under this Section 2.25 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Offer unless it shall have affirmatively done soRequest, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offerwhich may be waived by the Borrower in its sole discretion.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aeach, an “Existing Tranche”) The Company maybe amended to extend the Scheduled Termination Date with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or “Extended Loans”) and to provide for other terms consistent with this Section 2.13; provided that there shall be no more occasionsthan three (3) Classes of Loans outstanding pursuant to this Section 2.13 at any time. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Tranche) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided that proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Tranche and (y) be identical to the Loans under the Existing Tranche from which such Extended Loans are to be amended, except that: (i) the Scheduled Termination Date of the Extended Loans shall be later than the Scheduled Termination Date of the Loans of such Existing Tranche, (ii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such offer Extended Loans); and (iii) all borrowings of the Loans and repayments thereof shall be made by the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on a pro rata basis (based except for (I) payments of interest and fees at different rates on Extended Loans and (II) repayments required upon the aggregate outstanding principal amount Termination Date of the applicable Loans non-extending Loans); provided, further, that (A) the conditions precedent to a Borrowing set forth in Section 4.2 shall be satisfied or duly waived as of the date of such Extension Amendment and Commitments)at the time when any Extended Loans, (iiB) in no Default or Event event shall the final maturity date of Default shall have occurred and be continuing 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 Loans hereunder, (C) any such offer, Extended Loans (iiiand the Liens securing the same) any applicable Minimum Extension Condition shall be satisfied unless waived permitted by the Company terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (ivD) all documentation in respect of the such Extension Amendment shall be consistent with the foregoing. Any Extended Loans amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Tranche may, to the extent provided in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan applicable Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan , be designated as an increase in any previously established Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Existing Tranche. Each Extension Series of Extended Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender incurred under this Section 2.13 shall be deemed in an aggregate principal amount equal to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offernot less than $35,000,000.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given class (aeach, an “Existing Term Loan Tranche”) The Company maybe amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be 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) and offered pro rata to each Lender under such Existing Term Loan Tranche and (each Class y) (except as to interest rates, fees, amortization, final maturity date, AHYDO Payments, optional prepayments and redemptions, premium, required prepayment dates and participation in prepayments, which shall be determined by the Borrower and the Extending Lenders and set forth in the relevant Extension Request), be substantially identical to, or (taken as a whole) not materially more favorable (as reasonably determined by the Borrower) to the Extending Lenders than those applicable to the Existing Term Loan Tranche subject to such a Extension Request (except to the extent (1) only applicable after the Latest Maturity Date then in effect (immediately prior to the establishment of such Extended Loans), (2) such covenants, defaults and similar non-economic provisions are incorporated into this Agreement and the other Loan Extension Offer, a “Specified Class”) to make one or more amendments Documents for the benefit of all existing Lenders (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by it being understood and agreed that the Borrower and the Administrative Agent and may amend the Loan Documents to reflect such changes without the consent of any other person), (3) such terms are consistent with the then-prevailing market convention, as determined in good faith by the Borrower, or (4) such terms are reasonably acceptable satisfactory to the Company; provided that Administrative Agent) including: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be classes of Loans hereunder (including Refinancing Term Loans and Extended Loans) which have more than five different Maturity Dates; (ii) the All-In Yield, pricing, optional redemptions and prepayments and AHYDO Payments with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemptions and prepayments and AHYDO Payments for the Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that (1) apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans), (2) are incorporated into this Agreement and the other Loan Documents for the benefit of all existing Lenders (it being understood and agreed that the Borrower and the Administrative Agent may amend the Loan Documents to reflect such changes without the consent of any other person), (3) are consistent with the then-prevailing market convention, as determined in good faith by the Borrower, or (4) are reasonably satisfactory to the Administrative Agent; and (iv) Extended Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; 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 Loans hereunder, (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 the applicable Existing Term Loan Tranche, (C) any such offer Extended Loans (and the Liens securing the same) shall be made permitted by the Company to all Lenders with Loans terms of the Specified Class Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect), (D) all documentation in respect of such Extension Amendment shall be consistent with a like maturity date the foregoing and (whether under one or more tranchesE) any Extended Loans may participate on a pro rata basis or less than a pro rata basis (based on but not greater than a pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Request. Any Extended Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche. Each Extension Series of Extended Loans incurred under this Section 2.16 shall be in an aggregate outstanding principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the applicable Loans and CommitmentsIndebtedness being extended pursuant to this Section 2.16(a), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offer.

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a “Term Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of a Class of Term Loans of the Specified Class with a like maturity date (whether under one or more tranches) Term Loan Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Term Loans of such Class with the same Term Loan Maturity Date) and on the same terms to each such Term Lender, the Borrower may from time to time with the consent of any Term Lender that shall have accepted such Term Loan Extension Offer extend the maturity date of any Term Loans and Commitmentsotherwise modify the terms of such Term Loans of such Term Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, a “Term Loan Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension shall have the same terms as the tranche of Term Loans subject to such Extension Offer (provided that the terms and conditions applicable to such Term Loan Extension may provide for any additional or different terms that are agreed between the Borrower and the Lenders accepting such Terms Loan Extension Offer to the extent applicable only during periods after the then Latest Maturity Date), (ii) no Default or Event of Default shall have occurred and be continuing at the time final maturity date of any such offer, (iii) any applicable Minimum Extension Condition Extended Term Loans shall be satisfied unless waived by no earlier than the Company then Latest Maturity Date and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offer.107

Extension of Loans. (a) The At any time after the Closing Date, the Company maymay obtain, on one from any Lender or more occasionsany Eligible Transferee, by written notice Other Loans to refinance all or any portion of the Administrative Agent, make one applicable Class or more offers (each, a “Loan Extension Offer”) to all the Lenders Classes of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) Loans then outstanding under this Agreement which will be made pursuant to procedures reasonably specified by Other Loan Commitments, in the Administrative Agent and reasonably acceptable case of Other Loans pursuant to the Companya Refinancing Amendment; provided that such Other Loans (i) any such offer shall be made by rank equal in priority in right of payment with the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable other Loans and Commitments)Commitments hereunder, (ii) no Default shall be unsecured or Event rank pari passu (without regard to the control of Default remedies) or junior in right of security with any Obligations under this Agreement and, if secured on a junior basis, shall have occurred and be continuing at the time of any such offersubject to a Junior Lien Intercreditor Agreement, (iii) if secured, shall not be secured by any applicable Minimum Extension Condition shall property or assets of the Company or its Subsidiaries other than the Collateral, (iv) are not at any time guaranteed by any Subsidiary of the Company other than Subsidiary Guarantors, (v)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be satisfied unless waived agreed by the Company and the Lenders thereof and/or (ivB) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the case of any Loan Extension Amendment relating to the Revolving Credit Commitmentsapplicable Refinancing Amendment, each Issuing Lender shall (vi) may have approved such Loan Extension Amendment. Such notice shall set forth optional prepayment terms (x) the including call protection and prepayment terms and conditions of premiums) as may be agreed between the requested Loan Extension Amendment Company and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer thereof, (such Lendersvii) will have a final maturity date no earlier than, the “Accepting Lenders”) and, in the case of Other Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that are determined by the board of directors of the Company to either (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans (as determined by the Company in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Company, when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except to the extent necessary to provide for (x) covenants and other terms applicable to any Accepting Lender, only with respect period after the Final Maturity Date of the Class of Loans or Commitments being refinanced in effect immediately prior to such Lender’s refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Other Loans and Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Final Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Loans; provided, further, that a certificate of an Authorized Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Specified Other Loans, together with a reasonably detailed description of the material terms and conditions of such Indebtedness and drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which is disagrees). Any Other Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Loans constituting Obligations in any mandatory prepayments under Section 4.02(b)), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Company shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans are provided with the benefit of the applicable Credit Documents.Each Class of Other Commitments and Other Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof or such lower amount as the Company and the Administrative Agent may agree (or such other amount to repay any Class of outstanding Term Loans in full). The Administrative Agent shall promptly notify each Lender as to which such Lender’s acceptance has been madethe effectiveness of each Refinancing Amendment. No Lender Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to have accepted the extent (but only to the extent) necessary to reflect the existence and terms of the Other Commitments and Other Loans incurred pursuant thereto (including any Loan Extension Offer unless it amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.17.This Section 2.17 shall have affirmatively done sosupersede any provisions in Section 4.1, it being further understood that no Lender shall have 4.2 or 11.11 to the contrary. For the avoidance of doubt, any obligation to accept any Loan Extension Offer.of the

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aeach, an “Existing Loan Tranche”) The Company maybe amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Loan Tranche and (y) be identical to the Loans under the Existing Loan Tranche from which such Extended Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Loan Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have prepayment premiums or call protection as may be agreed by the Borrower and the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Companythereof; provided that no Extended Loans may be optionally prepaid prior to the date on which all Loans with an earlier final stated maturity (iincluding Loans under the Existing Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by at least a pro rata optional prepayment of such other Loans; provided, however, that (A) subject to the Permitted Earlier Maturity Indebtedness Exception, in no event shall the final maturity date of any Extended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any then existing Loans hereunder, (B) subject to the Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturity of any Extended Loans of a given Loan Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Loans) than the remaining Weighted Average Life to Maturity of any Existing Loan Tranche, (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (D) any such offer shall be made by the Company to all Lenders with Extended Loans of the Specified Class with a like maturity date (whether under one or more tranches) may participate on a pro rata basis or less than a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (ivbut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the case of respective Loan Extension Request. Any Extended Loans amended pursuant to any Loan Extension Amendment relating Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Revolving Credit Commitmentsextent provided in the applicable Extension Amendment, each Issuing Lender shall have approved such be designated as an increase in any previously established Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Existing Loan Tranche. Each Loan Extension Series of Extended Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender incurred under this Section 2.16 shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood in an aggregate principal amount that no Lender shall have any obligation to accept any Loan Extension Offeris not less than $10,000,000.

Extension of Loans. (a) The Company Borrower may, on one at any time and from time to time request that all or more occasionsa portion of the Loans of a given Class (an “Existing Loan Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Loan Tranche (any such Loans which have been so amended, by written “Extended Loans”) and to provide for other terms consistent with this Section 2.19. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Loan Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided 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 all relevant Lenders) and offered pro rata to each Lender under such Existing Loan Tranche and (y) be identical to the Loans under the Existing Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such offer Existing Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be made Classes of Extended Loans which have more than five (5) different Maturity Dates; (ii) the All-In Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Company Borrower and the Lenders thereof; provided, that no Extended Loans may be optionally prepaid prior to all Lenders with Loans the Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on Initial Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)Initial Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Loan Tranche, (iiiC) 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 the Existing Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company Extended Loans may participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary repayments or prepayments of principal of Loans hereunder and (iv) on a pro rata basis or less than a pro rata basis, in any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the case of respective Loan Extension Request. Any Extended Loans amended pursuant to any Loan Extension Amendment relating Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Revolving Credit Commitmentsextent provided in the applicable Extension Amendment, each Issuing Lender shall have approved such be designated as an increase in any previously established Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Loans and Commitments of such Specified Class as to Existing Loan Tranche (in which such Lender’s acceptance has been made. No Lender case scheduled amortization with respect thereto shall be deemed proportionately increased). Each request for a Loan Extension Series of Extended Loans proposed to have accepted be incurred under this Section 2.19 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Offer unless it shall have affirmatively done soRequest, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offer.which may be waived by the Borrower in its sole discretion. 38669945_32

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aeach, an “Existing Tranche”) The Company maybe amended to extend the Scheduled Termination Date with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or “Extended Loans”) and to provide for other terms consistent with this Section 2.13; provided that there shall be no more occasionsthan three (3) Classes of Loans outstanding pursuant to this Section 2.13 at any time. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Tranche) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided that proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Tranche and (y) be identical to the Loans under the Existing Tranche from which such Extended Loans are to be amended, except that: (i) the Scheduled Termination Date of the Extended Loans shall be later than the Scheduled Termination Date of the Loans of such Existing Tranche, (ii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such offer Extended Loans); and (iii) all borrowings of the Loans and repayments thereof shall be made by the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on a pro rata basis (based except for (I) payments of interest and fees at different rates on Extended Loans and (II) repayments required upon the Termination Date of the non-extending Loans); provided, further, that (A) the conditions precedent to a Borrowing set forth in Section 4.2 shall be satisfied or duly waived as of the date of such Extension Amendment and at the time when any Extended Loans, (B) 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 Loans hereunder or a shorter Weighted Average Life to Maturity than the First Lien Term Loans, (C) any such Extended Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent anyAgreement and the First Lien/Second Lien Intercreditor Agreement and Notes Intercreditor Agreement (in each case to the extent any such agreement is then in effect) and, (D) all documentation in respect of the such Extension Amendment shall be consistent with the foregoing and (E) solely with respect to any Extended Loans incurred in respect of any Tranche B-2 Loans after the Amendment No. 3 Effective Date, in the event that the All-In Yield of such Extended Loans exceeds the All-In Yield of the First Lien Term Loans hereunder by more than 0.50%, then the interest rate margins for the First Lien Term Loans hereunder shall automatically be increased to a level such that the All-In Yield of such First Lien Term Loans is 0.50% below the All-In Yield for such Extended Loans; provided that up to $30,000,000 (less the aggregate principal amount of Pari Passu Stub Refinancing Debt excluded by operation of clause (v) of the first proviso to the “Credit Agreement Refinancing Indebtedness” definition) in aggregate principal amount of such Extended Loans may be excluded by the Borrower from the operation of this clause (E). Any Extended Loans amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Tranche. Each Extension Series of Extended Loans incurred under this Section 2.13 shall be in an aggregate principal amount equal to not less than $35,000,000.(i) $35,000,000 or (ii) in the case of Extended Loans in respect of Tranche B-2 Loans, $25,000,000 or, if less, the aggregate outstanding principal amount of the applicable Loans and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferTranche B-2 Loans.

Extension of Loans. (a) The Company may, on one Borrower may at any time and from time to time request that all or more occasions, by written notice to a portion of the Administrative Agent, make one or more offers (each, a “Loan Extension Offer”) to all the Lenders Loans of one or more Classes on Tranches existing at the same terms time of such request (each, an “Existing Tranche”, and the Loans of such Tranche, the “Existing Loans”)be converted to each extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Lender (each Class subject to Existing Tranche which has been so extended, an “Extended Tranche”, and the Loans of such a Loan Extension OfferExtended Tranches, a the “Specified ClassExtended Loans”) and to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Companyprovide for other terms consistent with this Section 2.19; provided that (i) any such offer request shall be made by the Company Borrower to all certain Lenders specified by the Borrower with Loans of the Specified Class with a like maturity date (whether under one or more tranchesTranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans Loans) and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) Borrower in its sole discretion. In order to establish any Extended Tranche, the case of any Loan Extension Amendment relating Borrower shall provide a notice to the Revolving Credit CommitmentsAdministrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each Issuing Lender of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall have approved such Loan Extension Amendment. Such notice shall set forth be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) the terms and conditions all or any of the requested Loan Extension Amendment and final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only interest margins with respect to the Loans and Commitments of Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Class that accept the applicable Loan Extension Offer (such LendersExisting Tranche, the “Accepting Lenders”) and, in the case of any Accepting Lender, only amortization rates with respect to such Lenderthe Extended Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madeset forth in Section 10.07. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no requested Lender shall have any obligation to accept agree to have any Loan of its Existing Loans converted into an Extended Tranche pursuant to any Extension OfferRequest. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a “Term Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of a Class of Term Loans of the Specified Class with a like maturity date (whether under one or more tranches) Term Loan Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Term Loans of such Class with the same Term Loan Maturity Date) and on the same terms to each such Term Lender, the Borrower may from time to time with the consent of any Term Lender that shall have accepted such Term Loan Extension Offer extend the maturity date of any Term Loans and Commitmentsotherwise modify the terms of such Term Loans of such Term Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, a “Term Loan Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension shall have the same terms as the tranche of Term Loans subject to such Extension Offer (provided that the terms and conditions applicable to such Term Loan Extension may provide for any additional or different terms that are agreed between the Borrower and the Lenders accepting such Terms Loan Extension Offer to the extent applicable only during periods after the then Latest Maturity Date), (ii) no Default or Event of Default shall have occurred and be continuing at the time final maturity date of any such offerExtended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule applicable to Term Loans pursuant to Section 2.11(a) for periods prior to the Extended Term Loan Maturity Date may not be increased, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans intended to be extended thereby, (iv) any Extended Term Loans that rank pari passu in right of security with the existing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the applicable Extension Offer (provided, however, that any Extended Term Loan may participate on a greater than pro rata basis, on a pro rata basis or on a less than pro rata basis in any voluntary prepayments), (v) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferBorrower.

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with Loans of the Specified Class holding Commitments with a like maturity date (whether under one or more tranches) date, on a pro rata basis (based on the aggregate outstanding principal amount Commitments with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Commitments and otherwise modify the terms of such Commitments pursuant to the terms of the applicable Loans relevant Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Commitments (and related outstanding Loans)) (each, an “Extension”, and each group of Commitments, as so extended, as well as the original Commitments not so extended, being a “tranche of Loans”, and any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted), so long as the following terms are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of any such offer, (iii) any applicable Minimum an Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating Offer is delivered to the Revolving Credit Commitmentsapplicable Lenders (the “Extension Offer Date”); (ii) except as to interest rates, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms fees and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective final maturity (which shall not be less than five Business Days after set forth in the date of such notice, unless otherwise reasonably agreed to by the Administrative Agentrelevant Extension Offer). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case Commitment of any Accepting Lender, only Lender that agrees to an Extension with respect to such Lender’s Commitment extended pursuant to an Extension Amendment (an “Extended Commitment”), and the related outstanding Loans, shall be a Commitment (or related outstanding Loans, as the case may be) with the same terms as the original Commitments (and related outstanding Loans); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstanding Loans), (B) repayments required upon the maturity date of the non-extending Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the applicable Extension date shall be made on a pro rata basis with all other Commitments, (2) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the applicable Extension date shall be made on a pro rata basis with all other Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche of Loans on a better than a pro rata basis as compared to any other tranche of Loans with a later maturity date than such tranche of Loans, (3) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans and (4) at no time shall there be Commitments hereunder (including Extended Commitments and any original Commitments) which have more than five different maturity dates; (iii) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Specified Class as to which such Lender’s acceptance has been made. No Lender Lenders shall be deemed extended ratably up to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offer.such maximum amount based on the respective principal

Extension of Loans. (a) The Company maymay at any time and from time to time request that all or a portion of the Loans of a given Class (an “Existing Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Tranche (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Tranche) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided 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 all relevant Lenders) and offered pro rata to each Lender under such Existing Tranche and (y) be identical to the Loans under the Existing Tranche from which such Extended Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such offer Existing Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be made Classes of Extended Loans and Refinancing Loans hereunder which have more than five (5) different Maturity Dates; (ii) the All-In Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Company and the Lenders thereof; provided, that no Extended Loans may be optionally prepaid prior to all Lenders with Loans the Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on Initial Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)Initial Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Tranche, (iiiC) 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 the Existing Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any applicable Minimum Extended Loans may participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary repayments or prepayments of principal of Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis except in the case of a prepayment under Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)), in any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Extension Condition Request. Any Extended Loans amended pursuant to any Extension Request shall be satisfied unless designated a series (each, a “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). The Company may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offerits sole discretion.

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of Loans of the Specified Class with a like maturity date (whether under one or more tranches) Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Loans and Commitmentsotherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”, with each group of Loans as so extended, as well as the original Loans not so extended, being a separate Tranche and any Extended Term Loans shall constitute a separate Tranche of Loans from the Tranche of Loans from which they were converted), so long as the following terms are satisfied: (iii) no Default or Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the applicable Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an Extension with respect to such Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have occurred and the same terms as the Tranche of Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date), (iii) the final maturity date of any Extended Term Loans shall be continuing no earlier than the then Latest Maturity Date at the time of any such offerextension and the amortization schedule applicable to Extended Term Loans pursuant to Section 2.05 for periods prior to the Original Loan Maturity Date may not be increased, (iiiiv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis (except for prepayment pursuant to Section 2.13(c) from proceeds of Indebtedness incurred under clause (23) of Section 6.01(b)) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company Borrower and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (xix) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested interest rate margin applicable to become effective (which shall not any Extended Term Loans will be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to determined by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to Borrower and the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (lenders providing such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferExtended Term Loans.

Extension of Loans. (a) The Company mayapplicable Borrowers may from time to time, on pursuant to the provisions of this Section 2.02, agree with one or more occasionsLenders (in such Lender’s sole discretion) holding Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by written notice increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Class or any portion thereof (each such modification an “Extension”) pursuant to the Administrative Agent, make one or more written offers (each, a each an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company applicable Borrowers to all Lenders with Loans of the Specified under any Class with a like maturity date (whether that is proposed to be extended under one or more tranches) this Section 2.02, in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, the applicable Loans and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating Borrowers will provide notification to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms Arrangers and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect Agent (for distribution to the Loans and Commitments of the Lenders of the Specified Class that accept applicable Class), no later than 30 days prior to the maturity of the applicable Loan Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing, in its sole discretion, to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer (such Lenders, by the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender applicable due date shall be deemed to have accepted rejected such Extension. After giving effect to any Loan Extension, the Term Loans, Incremental Term Loans or Revolving Facility Loans so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension Offer unless it and shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offerbe a new Class hereunder.

Extension of Loans. (a) The Company Borrower may, on one at any time and from time to time request that all or more occasionsa portion of the Loans (which shall include the corresponding Commitments in the case of Revolving Loans for purposes of this paragraph) of a given Class (an “Existing Loan Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Loan Tranche (any such Loans which have been so amended, by written “Extended Loans”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Existing Loan Tranche (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 all relevant Lenders) and offered pro rata to each Lender under such Existing Loan Tranche and (each Class subject y) be identical to the Loans under the Existing Loan Tranche from which such a Extended Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Loan Extension OfferTranche, a “Specified Class”) to make one or more amendments (a “Loan the extent provided in the applicable Extension Amendment”; provided, however, that at no time shall there be Classes of Extended Loans which have more than three (3) pursuant to procedures reasonably specified different Maturity Dates (unless a greater number of Maturity Dates is approved by the Administrative Agent and reasonably acceptable in its sole discretion); (ii) the All-In Yield with respect to the CompanyExtended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that (i) any such offer shall no Extended Loans may be made by optionally prepaid prior to the Company to all Lenders with Loans Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on initial Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)initial Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Loan Tranche, (iiiC) 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 the Existing Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing, (E) any applicable Minimum Extension Condition shall be satisfied unless waived by Extended Loans may participate on a pro rata basis or less than a pro rata basis, but not on a greater than pro rata basis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans (so long as the Company and (ivinitial Loans do not receive less than pro rata treatment) or in the case of any permitted refinancing thereof) in any voluntary or any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Loan Extension Amendment relating to Request and (F) any Extended Loans may include any Previously Absent Financial Covenant so long as the Revolving Credit Commitments, each Issuing Lender Administrative Agent shall have approved been given prompt written notice thereof and this Agreement is amended to include such Loan Extension Amendment. Such notice shall set forth Previously Absent Financial Covenant for the benefit of each Class (provided, however, that if (x) the terms and conditions of the requested Loan documentation governing any Extension Amendment that includes a Previously Absent Financial Covenant in respect of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a financial maintenance covenant solely for the date on which such Loan Extension Amendment is requested benefit of a Class of revolving loans (and not any Class of term loans), the Previously Absent Financial Covenant shall only be required to become effective (which be included in this Agreement for the benefit of Revolving Loans; provided that Previously Absent Financial Covenant shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed required to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect be added to the Loans and Commitments under this Agreement if such Previously Absent Financial Covenant in respect to of Extended Loans is for the Lenders period commencing after the Latest Maturity Date. Any Extended Loans amended pursuant to any Loan Extension Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Specified Class that accept extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Loans and Commitments of such Specified Class as to Existing Loan Tranche (in which such Lender’s acceptance has been made. No Lender case scheduled amortization with respect thereto shall be deemed proportionately increased). Each request for a Loan Extension Series of Extended Loans proposed to have accepted be incurred under this Section 2.25 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Offer unless it shall have affirmatively done soRequest, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offerwhich may be waived by the Borrower in its sole discretion.

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company DW Animation to all Lenders with Loans of the Specified Class Commitments with a like maturity date (whether under one or more tranches) date, on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans respective Commitments with a like maturity date) and Commitmentson the same terms to each such Lender, DW Animation is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Commitments and otherwise modify the terms of such Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Commitments (and related outstandings) (each, an “Extension”, and each group of Commitments as so extended, as well as the original Commitments (not so extended), being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted)), so long as the following terms are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to pricing (interest rate, fees, funding discounts and prepayment premiums) and maturity (which shall be set forth in the relevant Extension Offer) and any other terms that are effective only after the final maturity or termination of all Commitments in effect on the date of the applicable Extension Amendment and the payment in full of all Obligations related thereto, the Commitment of any Lender that agrees to an Extension with respect to such offerCommitment (an “Extending Lender”) extended pursuant to an Extension (an “Extended Commitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) with the same terms as the original Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Commitments) of Loans with respect to Extended Commitments after the applicable Extension date shall be made on a pro rata basis with all other Commitments, (2) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the applicable Extension date shall be made on a pro rata basis with all other Commitments, except that DW Animation shall be permitted to permanently repay and terminate Commitments of any tranche on a better than a pro rata basis as compared to any other Commitments of any tranche with a later maturity date than such Commitments, (3) assignments and participations of Extended Commitments and extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans and (4) at no time shall there be Commitments hereunder (including Extended Commitments and any original Commitments) which have more than two different maturity dates, (iii) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by DW Animation pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iv) all documentation in respect of such Extension shall be consistent with the foregoing and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferDW Animation.

Extension of Loans. (a) The Company mayBorrowersBorrower may from time to time, on pursuant to the provisions of this Section 2.24, agree with one or more occasionsLenders holding Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by written notice increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Class or any portion thereof) (each such modification an “Extension”) pursuant to the Administrative Agent, make one or more written offers (each, a each an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company BorrowersBorrower to all Lenders with Loans of the Specified under any Class with a like maturity date (whether that is proposed to be extended under one or more tranches) this Section 2.24, in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the applicable outstanding Loans of each Lender in such Class) and Commitments)on the same terms to each such Lender. In connection with each Extension, (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating Borrower Representative will provide notification to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth Administrative Agent (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested for distribution to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept applicable Class), no later than ninety days prior to the maturity of the applicable Loan Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer (such Lenders, by the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender applicable due date shall be deemed to have accepted rejected such Extension. After giving effect to any Loan Extension, the Term Loans, Incremental Term Loans, Other Term Loans or Revolving Loans so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension Offer unless it and shall be a new Class hereunder; provided that subject to the provisions of Sections 2.3(k) and 2.4(l) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Revolving Credit Commitments which have affirmatively done sobeen extended pursuant to this Section 2.24 (“Extended Revolving Credit Commitments”) with a longer maturity date, it being further understood that no Lender all Swing Line Loans and Letters of Credit shall have any obligation be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments and Extended Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Commitments and Extended Revolving Credit Commitments (and except as provided in Sections 2.3(k) and 2.4(l), without giving effect to accept any Loan Extension Offerchanges thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and Extended Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments).

Extension of Loans. (a) The Company may, on one or more occasions, by written notice Notwithstanding anything to the Administrative Agentcontrary in this Agreement, make pursuant to one or more offers (each, a an “Loan Extension Offer”) made from time to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified time by the Administrative Agent and reasonably acceptable to the Company; provided that (i) any such offer shall be made by the Company Borrower to all Lenders with of Loans of the Specified Class with a like maturity date (whether under one or more tranches) same Tranche on a pro rata basis (based on the aggregate outstanding principal amount of the applicable respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Loans and Commitmentsotherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by changing the pricing, premium, fees and interest rate floors and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”, with each group of Loans as so extended, as well as the original Loans not so extended, being a separate Tranche and any Extended Term Loans shall constitute a separate Tranche of Loans from the Tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an Extension with respect to such Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the Maturity Date of the Initial Term Loans), (ii) the final maturity date of any Extended Term Loans shall be no Default or Event earlier than the Maturity Date of Default shall have occurred and be continuing the Initial Term Loans at the time of any such offerextension and the amortization schedule applicable to Extended Term Loans pursuant to Section 2.05 for periods prior to the Maturity Date of the Initial Term Loans may not be increased, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (iv) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company Borrower and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (xvii) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested interest rate margin applicable to become effective (which shall not any Extended Term Loans will be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to determined by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to Borrower and the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (lenders providing such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan Extension OfferExtended Term Loans.

Extension of Loans. (a) The Company may, on one Borrower may at any time and from time to time request that all or more occasions, by written notice to a portion of the Administrative Agent, make one or more offers (each, a “Loan Extension Offer”) to all the Lenders Loans of one or more Classes on Tranches existing at the same terms to each time of such Lender request (each Class subject to each, an “Existing Tranche”, and the Loans of such a Loan Extension OfferTranche, a the “Specified ClassExisting Loans”) be converted to make one extend the scheduled maturity date(s) of any payment of principal with respect to all or more amendments a portion of any principal amount of any Existing Tranche (a any such Existing Tranche which has been so extended, an “Loan Extension AmendmentExtended Tranche”, and the Loans of such Extended Tranches, the “Extended Loans”) pursuant and to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Companyprovide for other terms consistent with this Section 2.19; provided that (i) any such offer request shall be made by the Company Borrower to all certain Lenders specified by the Borrower with Loans of the Specified Class Loans, with a like maturity date (whether under one or more tranchesTranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans Loans) and Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (ivz) so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche (other than to the extent incurred in reliance on the Inside Maturity Basket), amortization rates with respect to the Extended Tranche (if any) may be higher or lower than the amortization rates for the Specified Existing Tranche (if any), in each case to the extent provided in the case of any Loan applicable Extension Amendment relating Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Loans or Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall as applicable, set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madeSection 10.07. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no requested Lender shall have any obligation to accept agree to have any Loan of its Existing Loans converted into an Extended Tranche pursuant to any Extension OfferRequest. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aeach, an “Existing Loan Tranche”) The Company maybe amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Loan Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Loan Tranche and (y) be identical to the Loans under the Existing Loan Tranche from which such Extended Loans are to be amended, except that (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such offer shall Existing Loan Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be made different than the Effective Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Company Borrower and the Lenders thereof; provided that no Extended Loans may be optionally prepaid prior to the date on which all Lenders Loans with an earlier final stated maturity (including Loans of under the Specified Class with a like maturity date (whether under one or more tranchesExisting Loan Tranche from which they were amended) on are repaid in full, unless such optional prepayment is accompanied by at least a pro rata basis optional prepayment of such other Loans; provided, however, that (based on the aggregate outstanding principal amount of the applicable Loans and Commitments), (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any then-existing Loans hereunder, (iiiC) the Weighted Average Life to Maturity of any Extended Loans of a given Loan Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Loans) than the remaining Weighted Average Life to Maturity of any Existing Loan Tranche, (D) any applicable Minimum Extension Condition such Extended Loans (and the Liens securing the same) shall be satisfied unless waived permitted by the Company terms of the ABL Intercreditor Agreement and the Junior Lien Intercreditor Agreement (to the extent any ABL Intercreditor Agreement or Junior Lien Intercreditor Agreement is then in effect), (E) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (ivF) any Extended Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the case of respective Loan Extension Request. Any Extended Loans amended pursuant to any Loan Extension Amendment relating Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Revolving Credit Commitmentsextent provided in the applicable Extension Amendment, each Issuing Lender shall have approved such be designated as an increase in any previously established Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Existing Loan Tranche. Each Loan Extension Series of Extended Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender incurred under this Section 2.16 shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood in an aggregate principal amount that no Lender shall have any obligation to accept any Loan Extension Offeris not less than $25,000,000.

Extension of Loans. (a) The Company Borrower may, on one at any time and from time to time request that all or more occasionsa portion of the Loans of a given Class (an “Existing Loan Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Loan Tranche (any such Loans which have been so amended, by written “Extended Loans”) and to provide for other terms consistent with this Section 2.19. In order to establish any Extended Loans, the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Loan Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided 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 all relevant Lenders) and offered pro rata to each Lender under such Existing Loan Tranche and (y) be identical to the Loans under the Existing Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such offer Existing Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be made Classes of Extended Loans which have more than five (5) different Maturity Dates; (ii) the All-In Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Company Borrower and the Lenders thereof; provided, that no Extended Loans may be optionally prepaid prior to all Lenders with Loans the Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on Initial Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)Initial Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Loan Tranche, (iiiC) 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 the Existing Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company Extended Loans may participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary repayments or prepayments of principal of Loans hereunder and (iv) on a pro rata basis or less than a pro rata basis, in any mandatory repayments or prepayments of Loans hereunder, in each case as specified in the case of respective Loan Extension Request. Any Extended Loans amended pursuant to any Loan Extension Amendment relating Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Revolving Credit Commitmentsextent provided in the applicable Extension Amendment, each Issuing Lender shall have approved such be designated as an increase in any previously established Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Loans and Commitments of such Specified Class as to Existing Loan Tranche (in which such Lender’s acceptance has been made. No Lender case scheduled amortization with respect thereto shall be deemed proportionately increased). Each request for a Loan Extension Series of Extended Loans proposed to have accepted be incurred under this Section 2.19 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Loan Extension Offer unless it shall have affirmatively done soRequest, it being further understood that no Lender shall have any obligation to accept any Loan Extension Offerwhich may be waived by the Borrower in its sole discretion.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aan “Existing Tranche”) The Company maybe amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Tranche (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided 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 all relevant Lenders) and offered pro rata to each Lender under such Existing Tranche and (y) be identical to the Loans under the Existing Tranche from which such Extended Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such offer Existing Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be made Classes of Extended Loans and Refinancing Loans hereunder which have more than five (5) different Maturity Dates; (ii) the All-In Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Company Borrower and the Lenders thereof; provided, that no Extended Loans may be optionally prepaid prior to all Lenders with Loans the Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on InitialTerm B-3 Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)InitialTerm B-3 Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Tranche, (iiiC) the Weighted Average Life to Maturity of any Extended Loans of a given Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company Extended Loans may participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary repayments or prepayments of principal of Loans hereunder and on a pro rata basis or less than a pro rata basis (iv) but not greater than a pro rata basis except in the case of a prepayment under Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)), in any Loan mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Extension Amendment relating Request. Any Extended Loans amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Tranche may, to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan extent provided in the applicable Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan , be designated as an increase in any previously established Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Loans and Commitments of such Specified Class as to Existing Tranche (in which such Lender’s acceptance has been made. No Lender case scheduled amortization with respect thereto shall be deemed proportionately increased). Each request for an Extension Series of Extended Loans proposed to have accepted any Loan Extension Offer unless it be incurred under this Section 2.16 shall have affirmatively done so, be in an aggregate principal amount that is not less than $10,000,000 (it being further understood that no Lender shall have the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any obligation to accept any Loan Extension OfferRequest, which may be waived by the Borrower in its sole discretion.

Extension of Loans. (a) The Company Borrower Representative may, on one or more occasions, by written notice to the Administrative AgentAgent from time to time, make one or more offers request an extension (each, a an “Loan Extension OfferExtension”) to all of the Lenders maturity date of one or more Classes on the same terms to each such Lender (each any Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent of Loans and reasonably acceptable Commitments to the Company; provided that extended maturity date specified in such notice. Such notice shall (i) any such offer shall be made by set forth the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and Commitmentsa minimum amount of $10,000,000), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) in the case of any Loan Extension Amendment relating to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall be not be less than five ten (10) Business Days nor more than sixty days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower Representative. If the aggregate principal amount of Revolving Credit Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, unless otherwise reasonably agreed then the Revolving Credit Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to by such maximum amount based on the Administrative Agent). Loan Extension Amendments shall become effective only respective principal amounts with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall be deemed to Lenders have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept any Loan such Extension Offer.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of any Class (aeach, an “Existing Loan Class”) The Company maybe converted or exchanged 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 Loans (any such Loans which have been so extended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Loans, by the Borrower shall provide written notice to the Administrative AgentAgent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Class, make one or more offers with such request offered equally to all such Lenders of such Existing Loan Class) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to be established, which terms shall be identical in all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable material respects to the Company; provided Loans of the Existing Loan Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Loans may be delayed to later dates than the scheduled amortization, if any, of principal of the Loans of such Existing Loan Class (with any such offer shall delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing Amendment or any other amendment, as the case may be, with respect to the Existing Loan Class from which such Extended Loans were extended), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Loans may be made different than those for the Loans of such Existing Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Loans in addition to any of the items contemplated by the Company preceding clause (A), in each case, to all the extent provided in the applicable Extension Amendment, (iii) the Extended Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders with thereof, (iv) any Extended Loans of the Specified Class with a like maturity date (whether under one or more tranches) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Loans hereunder (based except that, unless otherwise permitted under this Agreement, such Extended Loans may not participate on the aggregate outstanding principal amount a greater than pro rata basis as compared to any earlier maturing Class of the applicable Loans and Commitmentsin any mandatory prepayments under Section 2.05(2)(a), (iib) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company and (iv) d)(i)), in each case as specified in the case of any Loan respective Extension Request and (v) the Extension Amendment relating may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Loans that is in effect immediately prior to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date establishment of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been madeExtended Loans. No Lender shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood that no Lender shall have any obligation to accept agree to have any of its Loans of any Existing Loan Class converted into Extended Loans pursuant to any Extension OfferRequest. Any Extended Loans extended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Loans for all purposes of this Agreement and shall constitute a separate Class of Loans from the Existing Loan Class from which they were extended; provided that any Extended Loans amended from an Existing Loan Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Loan Class.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aan “Existing Tranche”) The Company maybe amended to extend the scheduled Maturity Date(s) with respect to the Loans of such Existing Tranche (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Tranche) (each, a an “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all the Lenders of one or more Classes on the same terms be established, which shall (x) be identical as offered to each Lender under such Lender Existing Tranche (each Class subject to such a Loan Extension Offer, a “Specified Class”) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable including as to the Company; provided 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 all relevant Lenders) and offered pro rata to each Lender under such Existing Tranche and (y) be identical to the Loans under the Existing Tranche from which such Extended Loans are intended to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such offer Existing Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be made Classes of Extended Loans and Refinancing Loans hereunder which have more than five (5) different Maturity Dates; (ii) the All-In Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield for the Loans of such Existing Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans); and (iv) Extended Loans may have call protection as may be agreed by the Company Borrower and the Lenders thereof; provided, that no Extended Loans may be optionally prepaid prior to all Lenders with Loans the Maturity Date of the Specified Class with a like maturity date (whether under one or more tranches) on Initial Loans, unless such optional prepayment is accompanied by a pro rata basis (based on the aggregate outstanding principal amount optional prepayment of the applicable Loans and Commitments)Initial Loans; provided, however, that (iiA) no Default or Event of Default shall have occurred and be continuing at the time an Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any such offerExtended Loans of a given Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Existing Tranche, (iiiC) the Weighted Average Life to Maturity of any Extended Loans of a given Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any applicable Minimum Extension Condition shall be satisfied unless waived by the Company Extended Loans may participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary repayments or prepayments of principal of Loans hereunder and on a pro rata basis or less than a pro rata basis (iv) but not greater than a pro rata basis except in the case of a prepayment under Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)), in any Loan mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Extension Amendment relating Request. Any Extended Loans amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Tranche may, to the Revolving Credit Commitments, each Issuing Lender shall have approved such Loan extent provided in the applicable Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan , be designated as an increase in any previously established Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Loans and Commitments of such Specified Class as to Existing Tranche (in which such Lender’s acceptance has been made. No Lender case scheduled amortization with respect thereto shall be deemed proportionately increased). Each request for an Extension Series of Extended Loans proposed to have accepted any Loan Extension Offer unless it be incurred under this Section 2.16 shall have affirmatively done so, be in an aggregate principal amount that is not less than $10,000,000 (it being further understood that no Lender shall have the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any obligation to accept any Loan Extension OfferRequest, which may be waived by the Borrower in its sole discretion.

Extension of Loans. The Borrower may at any time and from time to time request that all or a portion of the Loans of a given Class (aeach, an “Existing Loan Tranche”) The Company maybe amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so amended, on one or more occasions“Extended Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Loans, by written the Borrower shall provide a notice to the Administrative Agent, make one or more offers Lender (each, a “Loan Extension OfferRequest”) setting forth the proposed terms of the Extended Loans to all be established, which shall be identical to the Lenders Loans under the Existing Loan Tranche from which such Extended Loans are to be amended, except that: (i) [reserved]; (ii) the Effective Yield with respect to the Extended Loans may be different than the Effective Yield for the Loans of one or more Classes such Existing Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the same terms effective date of the Extension Amendment (immediately prior to each the establishment of such Lender Extended Loans); and (each Class subject to such a Loan Extension Offer, a “Specified Class”iv) to make one or more amendments (a “Loan Extension Amendment”) pursuant to procedures reasonably specified Extended Loans may have call protection as may be agreed by the Administrative Agent Borrower and reasonably acceptable to the CompanyLender thereof; provided that (i) any no Extended Loans may be optionally prepaid prior to the date on which the Loans under the Existing Loan Tranche from which such offer shall be made Extended Loans were amended are repaid in full, unless such optional prepayment is accompanied by the Company to all Lenders with Loans of the Specified Class with a like maturity date (whether under one or more tranches) on at least a pro rata basis optional prepayment of such Existing Loan Tranche; provided, however, that (based on the aggregate outstanding principal amount of the applicable Loans and Commitments), (iiA) no Default or Event of Default shall have occurred and be continuing at the time a Loan Extension Request is delivered to the Lender, (B) in no event shall the final maturity date of any such offerExtended Loans of a given Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any then existing Loans hereunder, (iiiC) the Weighted Average Life to Maturity of any Extended Loans of a given Loan Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Loans) than the remaining Weighted Average Life to Maturity of any Existing Loan Tranche, (D) [reserved], (E) any applicable Minimum Extended Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Loan Extension Condition Request and (F) all documentation in respect of such Extension Amendment shall be satisfied unless waived by consistent with the Company and (iv) in the case of foregoing. Any Extended Loans amended pursuant to any Loan Extension Amendment relating Request shall be designated a series (each, a “Loan Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the Revolving Credit Commitmentsextent provided in the applicable Extension Amendment, each Issuing Lender shall have approved such be designated as an increase in any previously established Loan Extension Amendment. Such notice shall set forth (x) the terms and conditions of the requested Loan Extension Amendment and (y) the date on which such Loan Extension Amendment is requested to become effective (which shall not be less than five Business Days after the date of such notice, unless otherwise reasonably agreed to by the Administrative Agent). Loan Extension Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only Series with respect to such Lender’s Existing Loan Tranche. Each Loan Extension Series of Extended Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender incurred under this Section 2.16 shall be deemed to have accepted any Loan Extension Offer unless it shall have affirmatively done so, it being further understood in an aggregate principal amount that no Lender shall have any obligation to accept any Loan Extension Offeris not less than $20,000,000.