Common use of Extension of Term Loan Maturity Date Clause in Contracts

Extension of Term Loan Maturity Date. (a) At any time and from time to time after the Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders or any Additional Lender, as applicable), request an extension of the Term Loan Maturity Date or the maturity date applicable to any Incremental Term Loans, as applicable, then in effect (such existing Term Loan Maturity Date being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Term Loans being the “Existing Incremental Term Loan Maturity Date”) to a date specified in such notice. Within 10 Business Days of delivery of such notice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon), each Term Lender or Additional Lender, as applicable, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Term Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Term Lenders or the Additional Lenders of the Term Lenders’ or the Additional Lenders’ responses, as applicable. (b) The Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, shall be extended only with respect to the Term Loans or Incremental Term Loans, as applicable, held by the Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Term Lenders or Additional Lenders, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed that, except for the consents of the Extending Term Lenders, no other consents shall be required hereunder for such extensions). If so extended, (i) the scheduled Term Loan Maturity Date with respect to the Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new Term Loan Maturity Date (such date, the “Extended Term Loan Maturity Date”) and (ii) the scheduled maturity date with respect to any Incremental Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new maturity date applicable to such Incremental Term Loans (such date, the “Extended Incremental Term Loan Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to (y) the Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the then scheduled Term Loan Maturity Date and the Extended Term Loan Maturity Date (after giving effect to such extension) and (z) the applicable Additional Lenders such extension, specifying the effective date of such extension (the “Incremental Term Loan Extension Effective Date”), the then scheduled maturity date applicable to such Incremental Term Loans and the Extended Incremental Term Loan Maturity Date (after giving effect to such extension). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.28 may be different than the interest margins and/or “floors” for the existing Term Loans or Incremental Term Loans, as applicable, and upfront fees may be paid to the Extending Term Lenders, in each case to the extent provided in the Borrower’s notice. Any Term Loan extended pursuant to this Section 2.28 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 repayments or prepayments hereunder, in each case as specified in the respective extension offer. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it are true and correct in all material respects on and as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable. The Borrower shall pay to the Administrative Agent for the account of each Non-Extending Term Lender the then unpaid principal amount of such Non-Extending Term Lender’s Term Loans or Incremental Term Loans, as applicable, outstanding on the Existing Term Loan Maturity Date or the Existing Incremental Term Loan Maturity Date, as applicable (and pay any additional amounts required pursuant to Section 2.16). (c) Notwithstanding the terms of Section 9.08, the Borrower and the Administrative Agent shall be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, pursuant to this Section 2.28.

Extension of Term Loan Maturity Date. (a) At any time and from time The Borrower shall have the right, exercisable one time, to time after the Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders or any Additional Lender, as applicable), request an extension of extend the Term Loan Maturity Date or by one (1) year. The Borrower may exercise such right only by executing and delivering to the maturity date applicable Administrative Agent at least 30 days but not more than 90 days prior to any Incremental Term Loans, as applicable, the then in effect (such existing Term Loan Maturity Date being the “Existing current Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Term Loans being the “Existing Incremental Term Loan Maturity Date”) to , a date specified in such notice. Within 10 Business Days of delivery of such notice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon), each Term Lender or Additional Lender, as applicable, shall notify the Administrative Agent whether it consents to written request for such extension (which consent may be given or withheld in such Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Term Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Term Lenders or the Additional Lenders of the Term Lenders’ or the Additional Lenders’ responses, as applicable. (b) The Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, shall be extended only with respect to the Term Loans or Incremental Term Loans, as applicable, held by the Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Term Lenders or Additional Lenders, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed that, except for the consents of the Extending Term Lenders, no other consents shall be required hereunder for such extensions). If so extended, (i) the scheduled Term Loan Maturity Date with respect to the Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new Term Loan Maturity Date (such date, the “Extended Term Loan Maturity Date”) and (ii) the scheduled maturity date with respect to any Incremental Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new maturity date applicable to such Incremental Term Loans (such date, the “Extended Incremental Term Loan Maturity DateExtension Request”). The Administrative Agent and shall forward to each Lender a copy of the Borrower shall Extension Request received by the Administrative Agent promptly confirm upon receipt thereof. Subject to (y) satisfaction of the Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”)following conditions, the then scheduled Term Loan Maturity Date and shall be extended for one (1) year from the Extended then current Term Loan Maturity Date Date: (after giving effect to such extensiona) and (z) on the applicable Additional Lenders such extension, specifying the effective date of such extension (delivery of the “Incremental Term Loan Extension Effective Date”), Request and on the then scheduled maturity date applicable to such Incremental Term Loans and that would otherwise be the Extended Incremental Term Loan Maturity Date Date, no Default or Event of Default shall exist; (after giving effect to such extension). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.28 may be different than b) on the interest margins and/or “floors” for the existing Term Loans or Incremental Term Loans, as applicable, and upfront fees may be paid to the Extending Term Lenders, in each case to the extent provided in the Borrower’s notice. Any Term Loan extended pursuant to this Section 2.28 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 repayments or prepayments hereunder, in each case as specified in the respective extension offer. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate date of delivery of the Borrower dated as of Extension Request and on the date that would otherwise be the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Maturity Date, as applicable, signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made or deemed made by it are the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the Term Loan Extension Effective Date or date of such extension with the Incremental Term Loan Extension Effective Date, same force and effect as applicable, if made on and as of such date (except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case such representations and no Default or Event of Default exists or will exist warranties shall have been true and correct on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable. The Borrower shall pay to the Administrative Agent for the account of each Non-Extending Term Lender the then unpaid principal amount of such Non-Extending Term Lender’s Term Loans or Incremental Term Loans, as applicable, outstanding Documents; (c) on the Existing Term Loan Maturity Date or date of delivery of the Existing Incremental Extension Request and on the date that would otherwise be the Term Loan Maturity Date, the Liquidity shall be not less than $35,000,000 (including, for the avoidance of doubt and for this test only, unused Revolving Loan Commitments (as applicable defined in the First Lien Credit Agreement) to the extent permitted by the definition of “Liquidity” as if the Revolving Termination Date (as defined in the First Lien Credit Agreement) had been extended); (d) on the date of delivery of the Extension Request and pay any additional amounts required on the date that would otherwise be the Term Loan Maturity Date, the Debt Yield Ratio (Corporate Debt), as calculated pursuant to Section 2.16this clause (d)., shall not be less than 8.0%, provided, that for purposes of calculating the Debt Yield Ratio (Corporate Debt) for this extension condition, (i) Adjusted NOI shall be based on the four (4) fiscal quarters ending on June 30, 2022, and the principal amounts of all Indebtedness included in the denominator of the Debt Yield Ratio (Corporate Debt) shall be determined (A) as of the end of the most recently ended calendar month that ended at least thirty (30) days prior to the delivery date of the Extension Request, and (B) as of October 31, 2022 but excluding any Indebtedness attributable to a Property acquired after June 30, 2022, (ii) with respect to any Property or Parcel disposed of during after June 30, 2022 but prior to the Term Loan Maturity Date, Adjusted NOI and the principal amount of Indebtedness attributable to such Property or Parcel shall be excluded from the calculation of Debt Yield Ratio (Corporate Debt) and (iii) for clarity, with respect to any Property or Parcel acquired after June 30, 2022, Adjusted NOI attributable to such Property or Parcel shall be excluded from the calculation of Debt Yield Ratio (Corporate Debt); (ce) Notwithstanding At the terms of Section 9.08Borrower’s sole cost and expense, the Borrower and the Administrative Agent shall have obtained (and shall be entitled (without the consent of any other Lenders except required to so obtain) updated Appraisals, which Appraisals shall confirm to the extent required under subsection (b) above) to enter into any amendments to this Agreement that reasonable satisfaction of the Administrative Agent believes are necessary to appropriately reflect, or provide for that (a) the integration sum of, any extension as of a Term Loan Maturity Date the last day of the most recently completed fiscal quarter for which financial statements are required to be delivered pursuant to Section 8.1(a)(i) or maturity date applicable to any Incremental Term LoansSection 8.1(a)(ii), as applicable, pursuant (x) the Aggregate Outstanding Balance (as defined in the First Lien Credit Agreement), plus (y) the aggregate principal amount of all outstanding Loans, does not exceed (b) 105% of the Appraised Value of the Borrowing Base Properties, provided, however, that at the Borrower’s election, the Borrower may obtain a second appraisal of each Borrowing Base Property prepared by a nationally recognized appraisal firm in compliance with all applicable regulatory requirements, including the Financial Institutions Recovery, Reform and Enforcement Act of 1989 (the “Borrower Appraisals”), and if the “as is” appraised value of any such Borrower Appraisals is higher than the Appraised Value in the Administrative Agent’s Appraisals, the higher appraised value shall be used for purposes of this condition. The valuation date of such Appraisals or Borrower Appraisals shall be within ninety (90) days of the Term Loan Maturity Date; (f) the Borrower shall have delivered to this the Administrative Agent a certificate of the chief financial officer of the Parent certifying in his or her capacity as chief financial officer the matters referred to in the immediately preceding clauses (a), (b), (c), (d) and (e); and (g) the Borrower shall have paid the applicable Fees payable under Section 2.283.5(d).

Extension of Term Loan Maturity Date. (a) At Not more than once in any time and from time to time after fiscal year of the Closing DateBorrower, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders or any Additional Lender, as applicable), may request an extension of the Term Loan Maturity Date or the maturity date applicable to any Incremental Term Loans, as applicable, then in effect (such existing Term Loan Maturity Date being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Term Loans being the “Existing Incremental Term Loan Maturity Date”) to a date specified in such notice. Within 10 Business Days of delivery of such notice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon), each Term Lender or Additional Lender, as applicable, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Term Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Term Lenders or the Additional Lenders of the Term Lenders’ or the Additional Lenders’ responses, as applicable. (b) The Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, shall be extended only with respect to the Term Loans first or Incremental Term Loans, as applicable, held by the Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Term Lenders or Additional Lenders, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed that, except for the consents second anniversary of the Extending Term Lenders, no other consents shall be required hereunder for such extensions). If so extended, (i) the scheduled Term Loan Maturity Date with respect to the Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new Term Loan Maturity Date (such date, the “Extended Term Loan Maturity Date”) and (ii) the scheduled maturity date with respect to any Incremental Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new maturity date applicable to such Incremental Term Loans (such date, the “Extended Incremental Term Loan Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to (y) the Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the then scheduled Term Loan Maturity Date (but in no event later than the fourth anniversary of the date of such request) by submitting a request for an extension to the Agent not less than 180 days prior to the then scheduled Term Loan Maturity Date. At the time of or prior to the delivery of such request, the Borrower shall propose to the Agent the amount of the fees that the Borrower would agree to pay with respect to such extension if approved by the Term Loan Lenders. Promptly upon (but not later than five Business Days after) the Agent’s receipt and approval of the Extended extension request and fee proposal (as so approved, the “Term Loan Extension Request”), the Agent shall deliver to each Term Loan Lender a copy of, and shall request each Term Loan Lender to approve, the Term Loan Extension Request. Each Term Loan Lender approving the Term Loan Extension Request shall deliver its written approval no later than 60 days after such Term Loan Lender’s receipt of the Term Loan Extension Request. If the written approval of the Term Loan Extension Request by Term Loan Lenders whose Term Loan Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the Agent within such 60-day period, the Term Loan Maturity Date shall be extended to the first or second anniversary of the then scheduled Term Loan Maturity Date (after giving effect to such extension) and (z) as specified in the applicable Additional Lenders such extension, specifying the effective date of such extension (the “Incremental Term Loan Extension Effective DateRequest) but only with respect to the Term Loan Lenders that have given such written approval. Except to the extent that a Term Loan Lender that did not give its written approval to such Term Loan Extension Request (“Rejecting Term Loan Lender”)) is replaced as provided in Section 2.21, the then scheduled maturity date applicable to such Incremental Term Loans and all interest thereon and other Term Loan Obligations owed to such Rejecting Term Loan Lender shall be paid in full on the Extended Incremental Term Loan Maturity Date (after giving effect as determined prior to such extensionTerm Loan Extension Request (the “Rejecting Term Loan Lender’s Maturity Date”). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.28 may be different than . (b) Within ten days of the interest margins and/or “floors” for the existing Term Loans or Incremental Term Loans, as applicable, and upfront fees may be paid Agent’s notice to the Extending Term Lenders, in each case to the extent provided in the Borrower’s notice. Any Term Loan extended pursuant to this Section 2.28 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 repayments or prepayments hereunder, in each case as specified in the respective extension offer. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of that the Term Loan Extension Effective Date Lenders whose Term Loan Pro Rata Shares equal or exceed 66-2/3% in the Incremental aggregate have approved a Term Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extensionRequest, the representations and warranties contained in Article 3 made by it are true and correct in all material respects on and as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable. The Borrower shall pay to the Administrative Agent for the account of each Non-Extending Term Lender the then unpaid principal amount of such Non-Extending Term Lender’s Term Loans or Incremental Term Loans, as applicable, outstanding on the Existing Term Loan Maturity Date or Lender that has approved the Existing Incremental Term Loan Maturity Date, as Extension Request the applicable (and pay any additional amounts required pursuant to Section 2.16)extension fees specified in the Term Loan Extension Request. (c) Notwithstanding If Term Loan Lenders whose Term Loan Pro Rata Shares equal or exceed 66-2/3% in the terms aggregate approve the Term Loan Extension Request, the Borrower, upon notice to the Agent and any Rejecting Term Loan Lender, (i) may repay the Term Loan of such Rejecting Term Loan Lender (or such portion of such Term Loan as is not assigned to a Replacement Lender in accordance with Section 2.21) and (ii) if such Rejecting Term Loan Lender is also a Revolving Credit Lender, may (at Borrower’s election, but only if Borrower simultaneously elects to repay such Rejecting Lender’s Term Loan under clause (i) above) terminate the Revolving Credit Commitment of such Rejecting Lender), which repayment (in the case of clause (i)) or termination (in the case of clause (ii)), shall occur as of a date set forth in such Borrower’s notice but in no event more than thirty (30) days following such notice (subject to the provisions of Section 9.082.21(b)). The repayment of a Rejecting Term Loan Lender’s Term Loan shall be effected in accordance with Section 2.20(d) and the termination of its Revolving Credit Commitment (if applicable) shall be effected in accordance with Section 2.19(d). (d) If the Borrower elects to repay the Term Loan of a Rejecting Lender pursuant to Section 2.20(a) or 2.19(a), the Borrower shall pay to the Rejecting Lender all Term Loan Obligations due and owing to it hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Term Loan owed to such Rejecting Lender, together with accrued interest thereon through the date of such repayment, and amounts payable under Sections 2.14 and 2.15 with respect to such Rejecting Lender’s Term Loans. Upon request by the Borrower or the Agent, the Rejecting Lender will deliver to the Borrower and the Administrative Agent shall be entitled (without a letter setting forth the consent of any other Lenders except amounts payable to the extent required Rejecting Lender as set forth above. Upon the repayment of such Rejecting Lender’s Term Loans and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Rejecting Lender with respect to the Term Loans under subsection (b) above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary and such Rejecting Lender shall cease to appropriately reflect, or provide for the integration of, any extension of be a Term Loan Maturity Date Lender, provided, however, that (i) such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.17, 11.04 and 11.06 and shall continue to be obligated under Section 10.05 with respect to obligations and liabilities accruing prior to the repayment of such Rejecting Lender’s Term Loan and (ii) if such Rejecting Lender is also a Revolving Credit Lender, the repayment of its Term Loan shall not affect its rights or maturity date applicable obligations as a Revolving Credit Lender unless Borrower has also elected to any Incremental Term Loansterminate such Rejecting Lender’s Revolving Credit Commitment in accordance with Section 2.19(c) or 2.20(c). If, as applicablea result of the repayment of the Rejecting Lender’s Term Loan, pursuant any payment of a LIBOR Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower shall pay to this the Agent for the benefit of the Term Loan Lenders (including any Rejecting Lender) any loss or cost incurred by the Rejecting Term Loan Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 2.282.17.

Extension of Term Loan Maturity Date. (ai) At any time and from time to time after the Closing Amendment No. 3 Effective Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Term B-1 Lenders or any Additional Lenderthe Term B-2 Lenders, as applicable), request an extension of the Term B-1 Loan Maturity Date or the maturity date applicable to any Incremental Term LoansB-2 Loan Maturity Date, as applicable, then in effect (such existing Term B-1 Loan Maturity Date being the “Existing Term B-1 Loan Maturity Date” and such existing maturity date applicable to any Incremental Term Loans B-2 Loan Maturity Date being the “Existing Incremental Term B-2 Loan Maturity Date”) to a date specified in such notice; provided, however, that, in the case of the Term B-1 Term Loans, such date shall be no earlier than the Term B-2 Loan Maturity Date. Within 10 Business Days of delivery of such notice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon), each Term B-1 Lender or Additional Term B-2 Lender, as applicable, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term B-1 Lender’s or Additional Term B-2 Lender’s, as applicable, sole and absolute discretion). Any Term B-1 Lender or Additional Term B-2 Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Term B-1 Lenders or the Additional Term B-2 Lenders of the Term B-1 Lenders’ or the Additional Term B-2 Lenders’ responses, as applicable. (bii) (A) The Term B-1 Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, shall be extended only with respect to the Term B-1 Loans or Incremental Term Loans, as applicable, held by the Term B-1 Lenders or Additional Lenders, as applicable, that have consented thereto (calculated after giving effect to any replacements of Term B-1 Lenders pursuant to Section 2.17 (Substitution of Lenders)) (the Term B-1 Lenders or Additional Lenders, as applicable, that so consent being the “Extending Consenting Term B-1 Lenders” and the Term B-1 Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Declining Term B-1 Lenders”) and (B) the Term B-2 Loan Maturity Date shall be extended only with respect to the Term B-2 Loans held by the Term B-2 Lenders that have consented thereto (calculated excluding any Defaulting Lender and after giving effect to any replacements of Term B-2 Lenders pursuant to Section 2.17 (Substitution of Lenders)) (the Term B-2 Lenders that so consent being the “Consenting Term B-2 Lenders” and the Term B-2 Lenders that declined being the “Declining Term B-2 Lenders”) (it being understood and agreed that, except for the consents of the Extending Consenting Term Lenders, no other consents shall be required hereunder for such extensionsthe extensions referred in clauses (A) and (B) above). If so extended, (iI) the scheduled Term B-1 Loan Maturity Date with respect to the Term B-1 Loans held by the Extending Consenting Term B-1 Lenders, shall be extended to the date specified in the notice referred to in Section 2.1(d)(i) above, which shall become the new Term B-1 Loan Maturity Date (such date, the “Extended Term B-1 Loan Maturity Date”) and (II) the scheduled Term B-2 Loan Maturity Date with respect to the Term B-2 Loans held by the Consenting Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a2.1(d)(i) above, which shall become the new Term B-2 Loan Maturity Date (such date, the “Extended Term Loan Maturity Date”) and (ii) the scheduled maturity date with respect to any Incremental Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new maturity date applicable to such Incremental Term Loans (such date, the “Extended Incremental Term B-2 Loan Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to (y) the Term B-1 Lenders such extension, specifying the effective date of such extension (the “Term Loan B-1 Extension Effective Date”), the then scheduled Term B-1 Loan Maturity Date and the Extended Term B-1 Loan Maturity Date (after giving effect to such extension) and (z) the applicable Additional Term B-2 Lenders such extension, specifying the effective date of such extension (the “Incremental Term Loan B-2 Extension Effective Date”), the then scheduled maturity date applicable to such Incremental Term Loans B-2 Loan Maturity Date and the Extended Incremental Term B-2 Loan Maturity Date (after giving effect to such extension). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.28 2.1(d) (Extension of Term Loan Maturity Date) may be different than the interest margins and/or “floors” for the existing Term B-1 Loans or Incremental Term B-2 Loans, as applicable, and upfront fees may be paid to the Extending Consenting Term B-1 Lenders or Consenting Term B-2 Lenders, as applicable, in each case to the extent provided in the Borrower’s notice. Any Term Loan extended pursuant to this Section 2.28 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 repayments or prepayments hereunder, in each case as specified in the respective extension offer. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent (i) a certificate of the Borrower dated as of the Term Loan B-1 Extension Effective Date or the Incremental Term Loan B-2 Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it are true and correct in all material respects on and as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable. The Borrower shall pay to the Administrative Agent for the account of each Non-Extending Term Lender the then unpaid principal amount of such Non-Extending Term Lender’s Term Loans or Incremental Term Loans, as applicable, outstanding on the Existing Term Loan Maturity Date or the Existing Incremental Term Loan Maturity Date, as applicable (and pay any additional amounts required pursuant to Section 2.16). (c) Notwithstanding the terms of Section 9.08, the Borrower and the Administrative Agent shall be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, pursuant to this Section 2.28.a

Extension of Term Loan Maturity Date. (a) At any time and from time Borrower shall have two successive options to time after the Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders or any Additional Lender, as applicable), request an extension of extend the Term Loan Maturity Date or for two successive periods of 12 months each upon and subject to the maturity date applicable following conditions: (a) Borrower must (i) give written notice to any Incremental Term Loans, as applicable, then in effect (Lender of such existing Term Loan election to extend the Maturity Date being at least 30 days prior to the “Existing then Term Loan Maturity Date” , and such existing maturity date applicable (ii) pay to any Incremental Term Loans being Lender an Extension Fee prior to the “Existing Incremental then Term Loan Maturity Date”) to a date specified in such notice. Within 10 Business Days of delivery of such notice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon), each Term Lender or Additional Lender, as applicable, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Term Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Term Lenders or the Additional Lenders of the Term Lenders’ or the Additional Lenders’ responses, as applicable. (b) The Term Loan Maturity Date or maturity date applicable to any Incremental Term LoansBorrower shall make an Extension Prepayment at the time of such written notice; provided, as applicablehowever, shall be extended only that (i) the amount of the Extension Prepayment due with respect to the Term Loans or Incremental Term Loans, as applicable, held first extension option shall be reduced by an amount equal to the amount of any Partial Release Prices received by Lender during months 25-36 of the term of the Term Lenders or Additional Lenders, as applicable, that have consented thereto (Loan which was applied to the principal balance of the Term Lenders or Additional Lenders, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed that, except for the consents of the Extending Term Lenders, no other consents shall be required hereunder for such extensions). If so extended, (i) the scheduled Term Loan Maturity Date with respect to the Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new Term Loan Maturity Date (such date, the “Extended Term Loan Maturity Date”) Note; and (ii) the scheduled maturity date amount of the Extension Prepayment due with respect to any Incremental Term Loans held by the Extending Term Lenders, second extension option shall be extended reduced by an amount equal to the date specified in amount of any Partial Release Prices received by Lender during months 37-48 of the notice referred term of the Term Loan which was applied to in Section 2.28(athe principal balance of the Term Note. (c) aboveThe Loan to Value Ratio at the time the first extension option is exercised must be equal to or less than 50%; and the Loan to Value Ratio at the time the second extension option is exercised must be equal to or less than 45%. (d) No Material Adverse Effect shall have occurred, which shall become including without limitation, any material adverse change to the new maturity date applicable market condition or value of the Mortgaged Property. (e) At Lender’s option, Lender may require a current appraisal of the Mortgaged Property and, if required, Borrower will pay the Appraisal Fee therefore prior to such Incremental Term Loans (such date, the “Extended Incremental then Term Loan Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to . (yf) the Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the then scheduled Term Loan Maturity Date and the Extended Term Loan Maturity Date (after giving effect to such extension) and (z) the applicable Additional Lenders such extension, specifying the effective date of such extension (the “Incremental Term Loan Extension Effective Date”), the then scheduled maturity date applicable to such Incremental Term Loans and the Extended Incremental Term Loan Maturity Date (after giving effect to such extension). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.28 may be different than the interest margins and/or “floors” for the existing Term Loans or Incremental Term Loans, as applicable, and upfront fees may be paid to the Extending Term Lenders, in each case to the extent provided in the Borrower’s notice. Any Term Loan extended pursuant to this Section 2.28 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 repayments or prepayments hereunder, in each case as specified in the respective extension offer. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it are true and correct in all material respects on and as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, and no No Default or Event of Default exists or will shall then exist as and be continuing. (g) The amount of the undisbursed proceeds of the Term Loan Extension Effective Date or allocated for Interest Reserve in the Incremental Approved Budget, together with any amounts held in the Borrower’s Reserve for interest on the Term Loan Extension Effective DateLoan, shall be adequate, in Lender’s sole discretion, to pay the interest anticipated to accrue during the remainder of the term of the Term Loan, as applicable. The Borrower shall pay to the Administrative Agent for the account of each Non-Extending Term Lender the then unpaid principal amount of such Non-Extending Term Lender’s Term Loans or Incremental Term Loans, as applicable, outstanding on the Existing Term Loan Maturity Date or the Existing Incremental Term Loan Maturity Date, as applicable (and pay any additional amounts required pursuant to Section 2.16)so extended. (c) Notwithstanding the terms of Section 9.08, the Borrower and the Administrative Agent shall be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, pursuant to this Section 2.28.

Extension of Term Loan Maturity Date. The Borrowers may, by delivery of a written request (aa “Maturity Date Extension Request”) At any time and from time to time after the Closing Lender not less than sixty (60) days prior to the Term Loan Maturity Date, request that the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders or any Additional Lender, as applicable), request an extension of Lender extend the Term Loan Maturity Date or the maturity date applicable to any Incremental Term Loans, as applicable, then in effect (such existing Term Loan Maturity Date being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Term Loans being the “Existing Incremental Term Loan Maturity Date”) to a date specified in such noticeMaturity Date Extension Request. Within 10 Business Days of The Lender shall, by delivery of a written notice to the Borrowers not later than ten (10) days after the date on which such notice Maturity Date Extension Request was received by the Lender (or such other period date as the Borrower Borrowers and the Administrative Agent shall mutually agree uponLender may agree; such date, the “Extension Date”), each Term advise the Borrowers whether or not it agrees to the requested extension and any related terms and conditions for such extension. If the Lender or Additional Lenderhas not so advised the Borrowers by the Extension Date, as applicable, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Term Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented declined to agree to such extension. The Administrative Agent shall promptly notify If the Borrower and Lender agrees to such extension, the Term Lenders or the Additional Lenders of the Term Lenders’ or the Additional Lenders’ responses, as applicable. (b) The Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, shall be extended only with respect to the Term Loans or Incremental Term Loans, as applicable, held by the Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Term Lenders or Additional Lenders, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed that, except for the consents of the Extending Term Lenders, no other consents shall be required hereunder for such extensions). If so extended, (i) the scheduled Term Loan Maturity Date with respect to the Term Loans held by the Extending Term Lenders, shall be automatically extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new Term Loan Maturity Date (such date, the “Extended Term Loan Maturity Date”) and (ii) the scheduled maturity date with respect to any Incremental Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new maturity date applicable to such Incremental Term Loans (such date, the “Extended Incremental Term Loan Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to (y) the Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the then scheduled Term Loan Maturity Date and the Extended Term Loan Maturity Date (after giving effect to such extension) and (z) the applicable Additional Lenders such extension, specifying the effective date of such extension (the “Incremental Term Loan Extension Effective Date”), the then scheduled maturity date applicable to such Incremental Term Loans and the Extended Incremental Term Loan Maturity Date (after giving effect to such extension). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.28 may be different than the interest margins and/or “floors” for the existing Term Loans or Incremental Term Loans, as applicable, and upfront fees may be paid to the Extending Term Lenders, in each case to the extent provided in the Borrower’s notice. Any Term Loan extended pursuant to this Section 2.28 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 repayments or prepayments hereunder, in each case as specified in the respective extension offer. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it are true and correct in all material respects on and as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier dateRequest, and no Default further action shall be required on the part of any party. The decision to agree or Event of Default exists or will exist as withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicable. The Borrower shall pay to the Administrative Agent for the account of each Non-Extending Term Lender the then unpaid principal amount of such Non-Extending Term Lender’s Term Loans or Incremental Term Loans, as applicable, outstanding on the Existing Term Loan Maturity Date or the Existing Incremental Term Loan Maturity Date, as applicable (and pay any additional amounts required pursuant to Section 2.16). (cd) Notwithstanding Section 13.1 of the Existing Agreement is hereby amended to delete the defined terms “Terminal Multiple” and “Terminal Payment” in their respective entireties. (e) Section 13.1 of Section 9.08, the Borrower Existing Agreement is hereby amended by amending and restating the Administrative Agent shall be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, pursuant to this Section 2.28.following defined terms in their respective entireties:

Extension of Term Loan Maturity Date. (a) At any time On no more than two (2) occasions from and from time to time after the Closing Second Amendment Effective Date but prior to the Term Loan Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders or any Additional Lender, as applicable), may request an extension of the Term Loan Maturity Date or the maturity date applicable for a period of one additional year by submitting a request for an extension to any Incremental Term Loans, as applicable, then in effect (such existing Term Loan Maturity Date being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Term Loans being the “Existing Incremental Term Loan Maturity Date”) to a date specified in such notice. Within 10 Business Days of delivery of such notice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon)(a “Term Loan Extension Request”) no earlier than 90 days, each Term Lender or Additional Lender, as applicable, shall notify the Administrative Agent whether it consents but no later than 30 days prior to such extension (which consent may be given or withheld in such Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Term Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Term Lenders or the Additional Lenders any anniversary of the Term Lenders’ or the Additional Lenders’ responses, as applicable. (b) Restatement Closing Date. The Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, as applicable, shall be extended only with respect to the Term Loans or Incremental Term Loans, as applicable, held by the Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Term Lenders or Additional Lenders, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed that, except for the consents of the Extending Term Lenders, no other consents shall be required hereunder for such extensions). If so extended, (i) the scheduled Term Loan Maturity Date with respect to the Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become Extension Request must specify the new Term Loan Maturity Date requested by the Borrower and the date as of which the Term Loan Lenders must respond to the Term Loan Extension Request, which date shall not be less than 20 days prior to the applicable anniversary date (such datethe “Term Loan Response Date”). Promptly upon receipt of a Term Loan Extension Request, the Administrative Agent shall notify each Term Loan Lender of the contents thereof and shall request each Term Loan Lender to approve the Term Loan Extension Request. Each Term Loan Lender may, in its sole and absolute discretion, approve or deny any Term Loan Extension Request. Each Term Loan Lender approving the Term Loan Extension Request (a “Extended Term Loan Extending Lender”) shall deliver its written consent no later than the Term Loan Response Date and any Term Loan Lender which has not responded to such Term Loan Extension Request by the Term Loan Response Date shall be deemed to have declined it. The Administrative Agent shall provide written notice to the Borrower of the Term Loan Lenders’ response no later than 5 days prior to the applicable anniversary date. The Extending Lenders’ Term Loan Commitments (and the Term Loan Maturity Date”) shall be extended for one additional year after the Term Loan Maturity Date in effect at the time the Term Loan Extension Request is received, including the Term Loan Maturity Date as one of the days in the calculation of the days elapsed; provided that (i) at least 50% of the Term Loan Commitment amount is extended or otherwise committed to by Term Loan Extending Lenders and any new lenders and (ii) the scheduled maturity date with respect to any Incremental Term Loans held by the Extending Term Lenders, shall be extended to the date specified in the notice referred to in Section 2.28(a) above, which shall become the new maturity date applicable to such Incremental Term Loans (such date, the “Extended Incremental Term Loan Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to (y) the Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the then scheduled Term Loan Maturity Date and the Extended Term Loan Maturity Date (after giving effect to such extension) and (z) the applicable Additional Lenders such extension, specifying the effective date of such extension (the “Incremental Term Loan Extension Effective Date”), the then scheduled maturity date applicable to such Incremental Term Loans and the Extended Incremental Term Loan Maturity Date (after giving effect to such extension). The interest margins and/or “floors” with respect to any Term Loans or Incremental Term Loans, as applicable, extended pursuant to this Section 2.28 may be different than the interest margins and/or “floors” for the existing Term Loans or Incremental Term Loans, as applicable, and upfront fees may be paid to the Extending Term Lenders, in each case to the extent provided in the Borrower’s notice. Any Term Loan extended pursuant to this Section 2.28 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 repayments or prepayments hereunder, in each case as specified in the respective extension offer. As a condition precedent to such extension, the Borrower shall deliver has delivered to the Administrative Agent a certificate of the Borrower (x) an Officer’s Certificate dated as of the Term Loan Extension Effective Maturity Date or in effect at the Incremental time the Term Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower Request is received certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, before and after giving effect to such extension, that (A) the representations and warranties contained in Article 3 made by it VI and the other Loan Documents are true and correct in all material respects on and as of the Term Loan Extension Effective Date or the Incremental Term Loan Extension Effective Date, as applicablesuch date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Default or Event of Default exists or will exist as of and (y) customary corporate authorization documents reasonably requested by the Administrative Agent. Otherwise, the Term Loan Extension Effective Maturity Date or the Incremental shall not be extended. (b) The Commitment of any Term Loan Lender that declines a Term Loan Extension Effective DateRequest or fails to approve a Term Loan Extension Request on or prior to the Term Loan Response Date (a “Declining Lender”) shall be terminated on the Term Loan Maturity Date in effect at the time such Term Loan Extension Request is received (without regard to any extension by other Lenders) and the Borrower shall pay to such Term Loan Declining Lender all principal, as applicableinterest, fees and other amounts owing to such Term Loan Declining Lender on the Term Loan Maturity Date in effect at the time such Term Loan Extension Request is received (without regard to any extension by other Lenders). The Borrower shall pay have the right, on or prior to the applicable anniversary date, to replace any Term Loan Declining Lender with a third party financial institution reasonably acceptable to the Administrative Agent for and the account of each Non-Extending Term Lender Borrower in the then unpaid principal amount of such Non-Extending Term Lender’s Term Loans or Incremental Term Loans, as applicable, outstanding on the Existing Term Loan Maturity Date or the Existing Incremental Term Loan Maturity Date, as applicable (and pay any additional amounts required pursuant to manner set forth in Section 2.164.12(b). (c2.5. Section 4.10(b) Notwithstanding of the terms of Section 9.08, the Borrower Credit Agreement is hereby amended and the Administrative Agent shall be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a Term Loan Maturity Date or maturity date applicable to any Incremental Term Loans, restated in its entirety as applicable, pursuant to this Section 2.28.follows: