Common use of Extension of Term Loans Clause in Contracts

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. Notwithstanding anything to The Parent Borrower may, on behalf of the contrary in this AgreementBorrowers, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof a given Class or Classes (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateTranche”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity date Maturity Date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsTranche) (each, a “Term Loan Extension,” and each group Extension Request”) setting forth the proposed terms of Term Loans, as so extended, as well as the original Extended Term Loans not so extendedto be established, being a “tranche of which shall (x) be identical as offered to each Lender under such Existing Term Loans,” and subject Loan Tranche (including as to the last sentence of the definition of “Class,” any Extended proposed interest rates payable) and offered pro rata to each Lender under such Existing Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: Tranche (i) no Event of Default pursuant provided that any Lender that fails to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of respond to a Term Loan Extension Offer is delivered Request will be deemed to have declined to make an Extended Term Loan) and (y) be identical to the applicable Term Lenders; Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (iii) except as to interest rates, fees, all or any of the scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant Term Loan applicable Extension Offer), Amendment; (ii) the Term Loan of any Term Lender that agrees to a Term Loan Extension All-In Yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (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 Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3iii) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), ; and (4iv) Extended Term Loans may have call protection as may be agreed by the Parent Borrower and the applicable Term Lenders of thereof; provided, however, that (A) any such Extended Term LoansLoans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect), (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iiiB) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; foregoing and (ivC) any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis, except as expressly provided for herein) in any mandatory repayments or prepayments hereunder, in each case as specified in the Borrower may amendrespective Term Loan Extension Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, revoke or replace a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term 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 Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each request for a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche Series of Extended Term Loans are requested proposed to respond to the offer; and (v) any applicable Minimum Extension Condition be incurred under this Section 2.16 shall be satisfied unless waived in an aggregate Dollar Equivalent amount that is not less than $25,000,000 (it being understood that the actual principal amount thereof provided by the Borrower. For the avoidance of doubt, no Term Lender shall applicable Lenders may be obligated to accept any Term Loan Extension Offerlower than such minimum amount).

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The applicable Borrower may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis of any given Class (based on the aggregate or series or tranche thereof) selected by it in its sole discretion (an “Existing Term Loan Commitments with like maturity dateTranche”) and on the same terms to each such Term Lenderbe amended, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers converted or exchanged to extend the scheduled maturity date Maturity Date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s the Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans pursuant which have been so amended, extended, or converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the applicable Borrower shall provide a notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsTranche) (each, a “Term Loan Extension,” and each group Extension Request”) setting forth the proposed terms of Term Loans, as so extended, as well as the original Extended Term Loans not so extendedto be established, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan which shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant be identical as offered to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a each Lender under such Existing Term Loan Extension Offer is delivered Tranche (including as to the applicable 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 Term Lenders; Loan Tranche, and (ii) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except as to interest rates, fees, that: (A) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans, if any, may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant Term Loan applicable Extension Offer), Amendment; (B) the Term Loan of any Term Lender that agrees to a Term Loan Extension All-In Yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3C) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), ; and (4D) Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums), as may be agreed by the applicable Borrower and the applicable Term Lenders of such Extended Term Loans, (5) thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all the Term Loans with an earlier under the Existing Term Loan Maturity Date Tranche from which such Extended Term Loans were amended are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and Loans; provided that (61) at no time shall there be Term Loans hereunder (including subject to the Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturity of any Extended Term Loans and any original (to the extent they are unsecured) of a given Term Loans) Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche from which have more than five different maturity dates; such Extended Term Loans are amended, (iii2) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; foregoing and (iv3) any Extended Term 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 Term 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 Borrower may amendcase of a prepayment under Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(2)), revoke in any mandatory repayments or replace a prepayments of Term Loans hereunder, in each case as specified in the respective Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Request. Any Extended Term Loans are requested amended pursuant to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term 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 Term Loan Extension Series with respect to such Existing Term Loan Tranche. The applicable Borrower may impose an Extension Minimum Condition with respect to any Term Loan Extension Request, which may be waived by such Borrower in its sole discretion.

Extension of Term Loans. Notwithstanding anything to the contrary in this AgreementThe Borrower, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof any Class (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateClass”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be converted or exchanged to extend the scheduled maturity date Maturity Date(s) of any payment of principal with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so extended, “Extended Term 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 Term Loans, the Borrower shall provide written notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (includingClass, without limitation, by changing the interest rate or fees payable in respect with such request offered equally to all such Lenders of such Existing Term Loan CommitmentsClass) (each, a “Term Loan Extension,” Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical in all material respects to the Term 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 each group all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term LoansLoans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing Amendment or any other amendment, as so the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were extended, in each case as well as more particularly set forth in Section 2.14(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 not so extended, being a “tranche may be different than those for the Term Loans of such Existing Term Loans,” and subject Loan Class and/or (B) additional fees and/or premiums may be payable to the last sentence Lenders providing such Extended Term Loans in addition to any of the definition of “Class,” 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 Borrower and the Lenders thereof, (iv) any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made may participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better or less than a pro rata basis (but, except as compared to any other tranche of Term Loans with a later maturity date otherwise permitted by this Agreement, not greater than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (2ii) assignments or (iii)(A), in each case as specified in the respective Term Loan Extension Request, and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3v) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date in respect of Term Loans that is in effect on the effective date of such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) . No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior pursuant to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest. 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 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 of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The Borrowers may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity termination date with respect to all or a portion of thereof (any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.18. In order to establish any Extended Term Loans, the Borrowers shall provide a notice to the terms Agent (who shall provide a copy of such notice to each of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsLenders) (each, a “Term Loan Extension,” and each group of Term Loans, as so extended, as well as Extension Request”) setting forth the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following proposed terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth determined in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan consultation with the same terms as Agent) of the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after to be established, which shall (x) be identical as offered to each Term Lender (including as to the applicable Term Loan Extension shall be made on a proposed interest rates and fees payable) and offered pro rata basis with all other to each Term LoansLender hereunder, and (y) be identical to the Term Loans hereunder, except that that: (i) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of the Extended Term Loans shall be governed by later than the same assignment Termination Date, (ii) payments of interest and participation provisions applicable to fees may be at different rates on Extended Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment (and participation provisions, related outstandings) (3iii) the relevant Extension Amendment terms of the Extended Term Loans may provide provide, subject to the consent of the Required Term Lenders (excluding from the calculation thereof, any Term Lenders who decline to extend their Term Loans) for other or different covenants and terms that apply solely to any period after the Latest Maturity Date Termination Date, or, if earlier, the repayment in full of Term Loans that is are not Extended Term Loans, and (iv)(A) reserved; (B) all repayments of the Term Loans (including Extended Term Loans) shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on commitments (and related outstandings) in effect on accordance with the effective rights of the applicable Class and (2) repayments required upon the maturity date of such the Term Loans of any Class); and (C) reserved; provided, further, that (A) reserved, (B) reserved, (C) in connection with an Extension Amendment (immediately prior Request with respect to the establishment Term Loans either (i) the Term Lenders collectively have consented to the applicable Extension Request with respect to a majority in amount of such the Term Loans or (ii) simultaneously with the effectiveness of the maturity extension in respect of the Extended Term Loans, the Term Loans that are not Extended Term Loans shall be paid in full (the foregoing not being deemed to modify or waive the provisions of Section 2.11 hereof regarding the conditions precedent to repayment of the Term Loans), (4D) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans reserved and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iiiE) all documentation in respect of such Term Loan Extension extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments Loans with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted (with the consent of the Lead Lenders) to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term LendersLenders (the “Term Loan Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term LendersLenders (the “Term Loan Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The Borrowers may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof a given Class (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateTranche”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity date Maturity Date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant to which have been so amended, “Extended Term Loans” and the terms of Term Commitments relating thereto, the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such “Extended Term Loan Commitments”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, the Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension,” and each group Extension Request”) setting forth the proposed terms of Term Loans, as so extended, as well as the original Extended Term Loans not so extendedto be established, being a “tranche of which shall (x) be identical as offered to each Lender under such Existing Term Loans,” and subject Loan Tranche (including as to the last sentence of proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the definition of “Class,” any Term Loans under the Existing Term Loan Tranche from which such Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted)are intended to be amended, so long as the following terms are satisfied: except that: (i) no Event all or any of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loan Extension OfferLoans hereunder (including Other Term Loans, Incremental Term Loans and Extended Term Loans) which have more than three (3) different Maturity Dates (unless otherwise consented to by the Administrative Agent), ; (ii) the Term Loan of any Term Lender that agrees to a Term Loan Extension All-In Yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different from the All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3iii) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), ; and (4iv) Extended Term Loans may have call protection as may be agreed by the Borrower Borrowers and the applicable Term Lenders of such Extended Term Loans, (5) thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Maturity Date Tranche from which they were amended) are repaid in full, unless such optional prepayment of principal is accompanied by a pro rata optional prepayment of such other Term Loans Loans; provided, however, that (A) no Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (6B) at in no time event shall there be Term Loans hereunder (including the Maturity Date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any Existing Term Loan Tranche (as originally in effect prior to any amortization or prepayments thereto), (D) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the First Lien Intercreditor Agreement (to the extent any original Term Loans) which have more than five different maturity dates; First Lien Intercreditor Agreement is then in effect), (iiiE) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; foregoing and (ivF) any Extended Term 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 of principal hereunder, in each case as specified in the Borrower may amendrespective Term Loan Extension Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, revoke or replace a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term 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 Term Loan Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche Series of Extended Term Loans are requested proposed to respond to the offer; and (v) any applicable Minimum Extension Condition be incurred under this Section 2.14 shall be satisfied unless waived in an aggregate principal amount that is not less than $25,000,000 (it being understood that the actual principal amount thereof provided by the Borrower. For the avoidance of doubt, no Term Lender shall applicable Lenders may be obligated to accept any Term Loan Extension Offerlower than such minimum amount).

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The Borrower may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof any Class (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateClass”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be converted or exchanged to extend the scheduled maturity date Maturity Date(s) of any payment of principal with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so extended, “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 Borrower shall provide written notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (includingClass, without limitation, by changing the interest rate or fees payable in respect with such request offered equally to all such Lenders of such Existing Term Loan CommitmentsClass) (each, a “Term Loan Extension,” and each group Extension Request”) setting forth the proposed terms of Term Loans, as so extended, as well as the original Extended Term Loans not so extendedto be established, being a “tranche of Term Loans,” and subject which terms shall be identical in all material respects to the last sentence Term Loans of the definition of “Class,” any Extended Existing Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans Class from which they were converted), so long as the following terms are satisfied: to be extended except that (i) no Event the scheduled final maturity date shall be extended and all or any of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments payments, if any, of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan all or a portion of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment principal amount of such Extended Term LoansLoans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental 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), (4ii)(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 Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed by between the Borrower and the applicable Term Lenders of such Extended Term Loansthereof, (5) provided, that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date final stated maturity are repaid in full, unless such optional prepayment is accompanied by (iv) any Extended Term Loans may participate on a pro rata optional prepayment basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including 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 Term Loans in any mandatory prepayments under Section 2.05(2)(a), (b) and any original (d)), in each case as specified in the respective Term LoansLoan Extension Request and (v) which have more the Extension Amendment may provide for such other terms and conditions (other than five different maturity dates; as provided in the foregoing clauses (iiii) all documentation through (iv)) with respect to the Extended Term Loans that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in respect good faith), (2) if otherwise not consistent with the terms of the Existing Term Loan Class subject to such Term Loan Extension shall be consistent with the foregoing; (iv) Request, are not materially more restrictive to the Borrower may amend(as determined by the Borrower in good faith), revoke or replace when taken as a whole, than the terms of such Existing Term Loan Class subject to such Term Loan Extension Offer at Request, except, in each case under this clause (2), with respect to (x) covenants and other terms applicable solely to any time period after the Latest Maturity Date in respect of Term Loans in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any Extended Terms Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the date on which applicable Latest Maturity Date of any Existing Term Loan Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility) or (3) such terms as are reasonably satisfactory to the Required Lenders (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Extended Term Loans, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under the tranche each Facility). No Lender shall have any obligation to agree to have any of its Term Loans are requested of any Existing Term Loan Class converted into Extended Term Loans pursuant to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest. 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 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 of Term Loans. Notwithstanding anything The Borrower Representative may at any time and from time to time, in its sole discretion, request that all or a portion of the contrary in this Agreement, pursuant to one Term Loans of a given Class (or more offers series or tranche thereof) (each, a an “Existing Term Loan Extension OfferTranche”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity date date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, the Borrower Representative shall provide a notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsTranche) (each, a an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Extension,” Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each group of Lender under such Existing Term Loans, as so extended, as well as Loan Tranche and (y) be identical to the original Term Loans not so extended, being a “tranche of under the Existing Term Loans,” and subject to the last sentence of the definition of “Class,” any Loan Tranche from which such Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted)are to be amended, so long as the following terms are satisfied: except that: (i) no Event all or any of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant Term Loan applicable Extension Offer), Amendment; (ii) the Term Loan of any Term Lender that agrees to a Term Loan Extension All-In Yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3iii) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), ; and (4iv) Extended Term Loans may have call protection as may be agreed by the Borrower Representative and the applicable Term Lenders of such Extended Term Loans, (5) thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Maturity Date 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 Term Loans and Loans; provided, however, that (6A) at in no time event shall there be Term Loans hereunder (including the final maturity date of any Extended Term Loans and of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any original then existing Term Loans hereunder, (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Term Loans) which have more than five different maturity dates; the remaining Weighted Average Life to Maturity of any Existing Term Loan Tranche, (iiiC) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect), (D) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; foregoing and (ivE) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the Borrower may amendrespective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, revoke or replace a an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Extension Offer at any time prior Tranche may, to the date on which Lenders under extent provided in the tranche 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 Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition incurred under this Section 2.14 shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offerin an aggregate principal amount that is not less than $10,000,000.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “"Class,” " any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. Notwithstanding anything The Borrower may at any time and from time to time, in its sole discretion, request that all or a portion of the contrary in this Agreement, pursuant to one Term Loans of a given Class (or more offers series or tranche thereof) (each, a an “Existing Term Loan Extension OfferTranche”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity date date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsTranche) (each, a “Term Loan Extension,” and each group Extension Request”) setting forth the proposed terms of Term Loans, as so extended, as well as the original Extended Term Loans not so extendedto be established, being a “tranche of which shall (x) be identical as offered to each Lender under such Existing Term Loans,” and subject Loan Tranche (including as to the last sentence of proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the definition of “Class,” any Term Loans under the Existing Term Loan Tranche from which such Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted)are to be amended, so long as the following terms are satisfied: except that: (i) no Event all or any of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant Term Loan applicable Extension Offer), Amendment; (ii) the Term Loan of any Term Lender that agrees to a Term Loan Extension All-In Yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3iii) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), ; and (4iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Maturity Date 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 Term Loans and Loans; provided, however, that (6A) at in no time event shall there be Term Loans hereunder (including the final maturity date of any Extended Term Loans and of a given Term Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any original then existing Term Loans hereunder, (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term 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 Term Loans) which have more than five different maturity dates; the remaining Weighted Average Life to Maturity of any Existing Term Loan Tranche, (iiiC) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect), (D) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; foregoing and (ivE) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the Borrower may amend, revoke or replace a respective Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Request. Any Extended Term Loans are requested amended pursuant to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term 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 Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $10,000,000.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower Borrowers to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is Borrowers are hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in any such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a an “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfiedsatisfied or waived: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term LendersLenders (the “Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower Borrowers shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower Borrowers and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrowers. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer. (b) [Reserved]. (c) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.28, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered, which shall be a minimum amount reasonably approved by the Administrative Agent (a “

Extension of Term Loans. Notwithstanding anything Each Borrower may at any time and from time to time, in its sole discretion, request that all or a portion of the Term Loans (or series or tranche thereof) (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect to all or a portion of the principal amount of such Term Loans (such extended commitments, the “Extended Term Loan Commitments” and any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 4.13. In order to establish any Extended Term Loans, each Borrower shall provide a notice to the contrary in this Agreement, pursuant Administrative Agent (who shall provide a copy of such notice to one or more offers each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension OfferRequest”), made from time to time by ) setting forth the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the proposed terms of the relevant Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Extension Offer Tranche (includingincluding as to the proposed interest rates and fees payable, and without limitationtriggering the application of any “default stoppers,” financial tests, “most favored nation” provisions relating to pricing or (unless requested by changing the interest rate or fees payable in respect of such Borrower) minimum extension condition provisions) and offered pro rata to each Lender under such Existing Term Loan CommitmentsTranche and (y) (each, a “be identical to the Term Loans under the Existing Term Loan Extension,” and each group of Tranche from which such Extended Term Loans, as so Loans are to be extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: except that: (i) no Event all or any of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant Term Loan applicable Extension Offer), Amendment; (ii) the Term Loan of any Term Lender that agrees to a Term Loan Extension all-in yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the all-in yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; and (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3iii) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) ; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Maturity Date 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 Term Loans and Loans; provided, however, that (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iiiA) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; , (ivB) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the Borrower may amend, revoke or replace a respective Term Loan Extension Offer at Request, (C) the Weighted Average Life to Maturity of any time prior to the date on which Lenders under the tranche of Extended Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any a given Term Loan Extension Offer.Series (as defined below) at the time of establishment thereof shall be no shorter than the Weighted Average Life to Maturity of any Existing Term Loan Tranche and

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan “ Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied:: UAL Term Loan Credit Agreement 2020 (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term LendersLenders (the “Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer. (b) [Intentionally Omitted].

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. Notwithstanding anything to The Borrower Representative may, on behalf of the contrary in this AgreementBorrowers, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof any Class (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateClass”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be converted or exchanged to extend the scheduled maturity date date(s) of any payment of principal with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so extended, “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 Borrower Representative shall provide written notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (includingClass, without limitation, by changing the interest rate or fees payable in respect with such request offered equally to all such Lenders of such Existing Term Loan CommitmentsClass) (each, a “Term Loan Extension,” Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical in all material respects to the Term 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 each group all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term LoansLoans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing Amendment or any other amendment, as so the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were extended, in each case as well as more particularly set forth in Section 2.16(c) below), (ii)(A) the original 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 Term Loans not so extended, being a “tranche may be different than those for the Term Loans of such Existing Term Loans,” and subject Loan Class and/or (B) additional fees and/or premiums may be payable to the last sentence Lenders providing such Extended Term Loans in addition to any of the definition of “Class,” 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 Borrower Representative and the Lenders thereof, (iv) any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made may participate on a pro rata basis with all other or less than a pro rata basis (but, except as otherwise permitted by this Agreement, not greater than a pro rata basis) in any mandatory prepayments under Section 2.05(b)(i), (ii) or (iii), in each case as specified in the respective Term LoansLoan Extension Request, except that the Borrower Borrowers shall be permitted to permanently repay and terminate any such tranche Class of Term Loans on a better greater than a pro rata basis as compared to any other tranche Class of Term Loans with a later maturity date Maturity Date than such tranche of Class or in connection with any Refinancing thereof with Other Term Loans Loans, and (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3v) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date in respect of Term Loans that is in effect on the effective date of such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) . No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior pursuant to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest. 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 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 of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower Borrowers to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is Borrowers are hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in any such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a an “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfiedsatisfied or waived: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term LendersLenders (the “Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower Borrowers shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower Borrowers and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower Borrowers may amend, revoke or replace a Term Loan an Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrowers. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer. (b) [Reserved]. (c) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.28, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered, which shall be a minimum amount reasonably approved by the Administrative Agent (a “

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.15, pursuant to one or more offers (each, a an “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding with Term Loans under the same Tranche with a like maturity date, Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Tranche with a like maturity dateMaturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time following the Closing Date transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount of each such Term Lender’s Term Loans of such Tranche and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate or fees payable in respect of such Term Loan CommitmentsLoans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, a an “Term Loan Extension,” and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan Loans shall constitute a separate tranche Tranche of Term Loans from the tranche Tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to immediately succeeding clauses (iii), (iv) and (v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension an extension with respect to such Term Loan Loans (an “Extending Term Lender”) extended pursuant to an any Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class Tranche of Term Loans being extended; provided that subject to such Extension Offer (1except for covenants or other provisions contained therein applicable only to periods after the then latest Maturity Date then in effect); (iii) the permanent repayment final maturity date of any Extended Term Loans after the applicable Term Loan Extension shall be made no earlier than the then latest Maturity Date then in effect hereunder and the amortization schedule applicable to Extended Term Loans pursuant to Section 4.02(a) for periods prior to the initial Maturity Date for the Tranche of Term Loans from which they were converted may not be increased from the amounts in effect prior to any such Extension; (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 extended thereby; (v) any Extended Term Loans may participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on or a better less than pro rata basis (but not greater than a pro rata basis basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as compared to any other tranche of Term Loans with a later maturity date than such tranche specified in the respective Extension Offer; (vi) if the aggregate principal amount of Term Loans (it being understood that amortization payments and prepayments calculated on the face amount thereof) in respect of which Lenders with Term Loans shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans shall not be required offered to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed extended by the Borrower and pursuant to such Extension Offer, then the applicable Term Lenders Loans of such Extended Term Loans, Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (5but not to exceed actual holdings of record) no Extended Term Loans may be optionally prepaid prior with respect to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of Lenders have accepted such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity datesExtension Offer; (iiivii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (ivviii) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition Tranche Amount shall be satisfied unless waived by the Administrative Agent; (ix) no more than two (2) Extensions may be effected in respect of Term Loans (unless the Administrative Agent agrees to a higher number); and (x) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of each Credit Party dated the applicable date of the Extension and executed by an Authorized Officer of such Credit Party certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such Extension, (y) (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the applicable date of such Extension (it being understood and agreed that (a) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date and (b) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) only as of such specified date) and (z) the Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by an Authorized Officer of the Borrower. For In connection with each Extension Offer, each relevant Lender, acting in its sole and individual discretion, shall determine whether it wishes to participate in the respective Extension contemplated by such Extension Offer. Any relevant Lender that does not respond to an Extension Offer within the time period contemplated by the applicable Extension Offer shall be deemed to have rejected such Extension Offer. The election of any relevant Lender to agree to an Extension shall not obligate any other Lender to so agree. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Section 4.01, 4.02, 12.02 or 12.06) and (ii) no Tranche of Extended Term Loans shall be in an amount of less than $25,000,000 (the “Minimum Tranche Amount”) (or if less, the remaining outstanding principal amount thereof) (or such lesser minimum amount reasonably approved by the Administrative Agent). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15, provided that such consent shall not be obligated deemed to accept any Term Loan be an acceptance of an Extension Offer. (c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrower (and the other applicable Credit Parties) as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to establish new Tranches, Loans or Commitments in respect of Term Loans so extended and/or established and such technical and conforming amendments as may be necessary in connection with the Extension and/or establishment of such new Tranches, Loans or commitments related thereto in each case on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extensions, the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby authorized to amend) any Mortgage that has a Maturity Date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 15 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.10(a)(iii), Section 2.10(a)(iv) and Section 2.10(a)(v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable subject to such Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (iii) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later final maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of any Extended Term Loans shall be governed by no earlier than the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Revolving Credit Maturity Date that is in effect on the effective date of at such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower time and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be the Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five three (3) different maturity dates unless the Administrative Agent otherwise consents to more than three (3) different maturity dates; (iiiiv) the terms for such Extended Term Loans shall provide that any mandatory prepayments or amortization payments in respect of such Extended Term Loans shall only be required if each of the Specified Conditions is satisfied on a pro forma basis after giving effect to such payments; (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 repayments or prepayments hereunder, as specified in the applicable Term Loan 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 Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans (calculated on the face amount thereof) offered to be extended by the Borrower pursuant to such Term Loan 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 Term Loan Extension Offer; (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower; and (viii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing;foregoing and acceptable to the Administrative Agent. (ivb) With respect to all Term Loan Extensions consummated by the Borrower may amendpursuant to this Section 2.10, revoke (i) such Term Loan Extensions shall not constitute voluntary or replace a mandatory payments or prepayments for purposes of Section 3.03 and (ii) no Term Loan Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any time prior to the date on which Lenders under the tranche such Term Loan Extension that a minimum amount of Term Loans are requested to respond of any or all applicable Classes be extended. The Administrative Agent and the Lenders hereby consent to the offer; and Term Loan Extensions and the other transactions contemplated by this Section 2.10 (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender shall Loans on such terms as may be obligated to accept any set forth in the relevant Term Loan Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 4.01 or any other pro rata payment section, but excluding, for the avoidance of doubt, any of the provisions of this Section 2.10) or any other Loan Document that may otherwise prohibit or restrict any such Term Loan Extension or any other transaction contemplated by this Section 2.10. (c) Each of the parties hereto hereby (i) agrees that this Agreement and the other Loan Documents may be amended to give effect to each Term Loan Extension (an “Extension Amendment”), without the consent of any Lenders other than Extending Term Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (B) modify any scheduled repayments set forth in Section 3.01 with respect to any Class of Term Loans subject to a Term Loan Extension to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Term Loan Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans as may be required pursuant to Section 3.01), (C) modify the prepayments set forth in Section 3.03 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (D) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section 2.10 (it being agreed and understood that any such amendment may introduce additional or tighten existing mandatory prepayments, representations and warranties, covenants or events of default for the benefit of all Lenders), and Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (ii) consent to the transactions contemplated by this Section 2.10 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Term Loan Extension, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage that has a maturity date prior to the then Latest Maturity Date at such time so that such maturity date is extended to the Latest Maturity Date at such time after giving effect to such Term Loan Extension (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Term Loan Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably to accomplish the purposes of this Section 2.10. (e) This Section 2.10 shall supersede any provisions in Section 4.01 or Section 12.02 to the contrary.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding Banks of a Class of Term Loans with like maturity date, the same Term Loan Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Term Loan Commitments with like maturity dateMaturity Date) and on the same terms to each such Term LenderBank, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Bank that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Term Loan Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Bank and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term LendersBanks, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.12(a)(iii), Section 2.12(a)(iv) and Section 2.12(a)(v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender Bank that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Bank”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable subject to such Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (iii) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later final maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of any Extended Term Loans shall be governed by no earlier than the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the then Latest Maturity Date that is in effect on the effective date of at such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower time and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be the Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five three different maturity dates unless the Administrative Agent otherwise consents to more than three different maturity dates; (iiiiv) the terms for such Extended Term Loans shall provide that any mandatory prepayments or amortization payments in respect of such Extended Term Loans shall only be required if at least 20% of the Total Revolving Commitment are unused and available to be drawn on a pro forma basis after giving effect to such payments; (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 repayments or prepayments hereunder, as specified in the applicable Term Loan Extension Offer; (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Banks shall have accepted the relevant Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans (calculated on the face amount thereof) offered to be extended by the Borrower pursuant to such Term Loan Extension Offer, then the Term Loans of such Term Banks 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 Txxx Xxxxx have accepted such Term Loan Extension Offer; (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower; and (viii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing;foregoing and acceptable to the Administrative Agent. (ivb) the With respect to all Term Loan Extensions consummated by Borrower may amendpursuant to this Section 2.12, revoke (i) such Term Loan Extensions shall not constitute voluntary or replace a mandatory payments or prepayments for purposes of Section 3.04 and (ii) no Term Loan Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any time prior to the date on which Lenders under the tranche such Term Loan Extension that a minimum amount of Term Loans are requested to respond of any or all applicable Classes be extended. The Administrative Agent and the Banks hereby consent to the offer; and Term Loan Extensions and the other transactions contemplated by this Section 2.12 (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender shall Loans on such terms as may be obligated to accept any set forth in the relevant Term Loan Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 10.02(c) or any other pro rata payment section) or any other Loan Paper that may otherwise prohibit or restrict any such Term Loan Extension or any other transaction contemplated by this Section 2.12. (c) Each of the parties hereto hereby (i) agrees that this Agreement and the other Loan Papers may be amended to give effect to each Term Loan Extension (an “Extension Amendment”), without the consent of any Banks other than extending Banks, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (B) modify any scheduled repayments set forth in Section 3.01 with respect to any Class of Term Loans subject to a Term Loan Extension to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Term Loan Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans as may be required pursuant to Section 3.01), (C) modify the prepayments set forth in Section 3.04(c) to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (D) effect such other amendments to this Agreement and the other Loan Papers as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12 (it being agreed and understood that any such amendment may introduce additional or tighten existing mandatory prepayments, representations and warranties, covenants or events of default for the benefit of all Banks), and Banks hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (ii) consent to the transactions contemplated by this Section 2.12 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Term Loan Extension, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Security Instrument that has (or specifies that the Obligations have) a maturity date prior to the then Latest Maturity Date at such time so that such maturity date is extended to the Latest Maturity Date at such time after giving effect to such Term Loan Extension (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Term Loan Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.12. (e) This Section 2.12 shall supersede any provisions in Section 12.02 or Section 10.02(c) to the contrary.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower Borrowers to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments Loans with like maturity date) and on the same terms to each such Term Lender, the Borrower is Borrowers are hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (iii) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term LendersLenders (the “Term Loan Extension Offer Date”); (iiiii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower Borrowers shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower Borrowers and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iiiiv) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrowers. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The Borrowers may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof a given Class (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateTranche”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity date Maturity Date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant to which have been so amended, “Extended Term Loans” and the terms of Term 95159948_7 Commitments relating thereto, the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such “Extended Term Loan Commitments”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, the Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension,” and each group Extension Request”) setting forth the proposed terms of Term Loans, as so extended, as well as the original Extended Term Loans not so extendedto be established, being a “tranche of which shall (x) be identical as offered to each Lender under such Existing Term Loans,” and subject Loan Tranche (including as to the last sentence of proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the definition of “Class,” any Term Loans under the Existing Term Loan Tranche from which such Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted)are intended to be amended, so long as the following terms are satisfied: except that: (i) no Event all or any of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loan Extension OfferLoans hereunder (including Other Term Loans, Incremental Term Loans and Extended Term Loans) which have more than three (3) different Maturity Dates (unless otherwise consented to by the Administrative Agent), ; (ii) the Term Loan of any Term Lender that agrees to a Term Loan Extension All-In Yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different from the All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3iii) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), ; and (4iv) Extended Term Loans may have call protection as may be agreed by the Borrower Borrowers and the applicable Term Lenders of such Extended Term Loans, (5) thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Maturity Date Tranche from which they were amended) are repaid in full, unless such optional prepayment of principal is accompanied by a pro rata optional prepayment of such other Term Loans Loans; provided, however, that (A) no Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (6B) at in no time event shall there be Term Loans hereunder (including the Maturity Date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any Existing Term Loan Tranche (as originally in effect prior to any amortization or prepayments thereto), (D) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the First Lien Intercreditor Agreement (to the extent any original Term Loans) which have more than five different maturity dates; First Lien Intercreditor Agreement is then in effect), (iiiE) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; foregoing and (ivF) any Extended Term 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 of principal hereunder, in each case as specified in the Borrower may amendrespective Term Loan Extension Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, revoke or replace a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term 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 Term Loan Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche Series of Extended Term Loans are requested proposed to respond to the offer; and (v) any applicable Minimum Extension Condition be incurred under this Section 2.14 shall be satisfied unless waived in an aggregate principal amount that is not less than $25,000,000 (it being understood that the actual principal amount thereof provided by the Borrower. For the avoidance of doubt, no Term Lender shall applicable Lenders may be obligated to accept any Term Loan Extension Offerlower than such minimum amount).

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.15, pursuant to one or more offers (each, a an “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding with Term Loans under the same Tranche with a like maturity date, Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Tranche with a like maturity dateMaturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time following the Initial Borrowing Date transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount of each such Term Lender’s Term Loans of such Tranche and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate or fees payable in respect of such Term Loan CommitmentsLoans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, a an “Term Loan Extension,” and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan Loans shall constitute a separate tranche Tranche of Term Loans from the tranche Tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to immediately succeeding clauses (iii), (iv) and (v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension an extension with respect to such Term Loan Loans (an “Extending Term Lender”) extended pursuant to an any Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class Tranche of Term Loans being extended; provided that subject to such Extension Offer (1except for covenants or other provisions contained therein applicable only to periods after the then latest Maturity Date then in effect); (iii) the permanent repayment final maturity date of any Extended Term Loans after the applicable Term Loan Extension shall be made no earlier than the then latest Maturity Date then in effect hereunder and the amortization schedule applicable to Extended Term Loans pursuant to Section 4.02(a) for periods prior to the initial Maturity Date for the Tranche of Term Loans from which they were converted may not be increased from the amounts in effect prior to any such Extension; (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 extended thereby; (v) any Extended Term Loans may participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on or a better less than pro rata basis (but not greater than a pro rata basis basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as compared to any other tranche of Term Loans with a later maturity date than such tranche specified in the respective Extension Offer; (vi) if the aggregate principal amount of Term Loans (it being understood that amortization payments and prepayments calculated on the face amount thereof) in respect of which Lenders with Term Loans shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans shall not be required offered to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed extended by the Borrower and pursuant to such Extension Offer, then the applicable Term Lenders Loans of such Extended Term Loans, Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (5but not to exceed actual holdings of record) no Extended Term Loans may be optionally prepaid prior with respect to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of Lenders have accepted such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity datesExtension Offer; (iiivii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (ivviii) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition Tranche Amount shall be satisfied unless waived by the Administrative Agent; (ix) no more than two Extensions may be effected in respect of Term Loans (unless the Administrative Agent agrees to a higher number); and (x) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of each Credit Party dated the applicable date of the Extension and executed by an Authorized Officer of such Credit Party certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such Extension, (y) (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the applicable date of such Extension (it being understood and agreed that (a) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date and (b) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) only as of such specified date) and (z) the Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by an Authorized Officer of the Borrower. For In connection with each Extension Offer, each relevant Lender, acting in its sole and individual discretion, shall determine whether it wishes to participate in the respective Extension contemplated by such Extension Offer. Any relevant Lender that does not respond to an Extension Offer within the time period contemplated by the applicable Extension Offer shall be deemed to have rejected such Extension Offer. The election of any relevant Lender to agree to an Extension shall not obligate any other Lender to so agree. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Section 4.01, 4.02, 12.02 or 12.06) and (ii) no Tranche of Extended Term Loans shall be in an amount of less than $25,000,000 (the “Minimum Tranche Amount”) (or if less, the remaining outstanding principal amount thereof) (or such lesser minimum amount reasonably approved by the Administrative Agent). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15, provided that such consent shall not be obligated deemed to accept any Term Loan be an acceptance of an Extension Offer. (c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrower (and the other applicable Credit Parties) as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to establish new Tranches, Loans or Commitments in respect of Term Loans so extended and/or established and such technical and conforming amendments as may be necessary in connection with the Extension and/or establishment of such new Tranches, Loans or commitments related thereto in each case on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extensions, the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby authorized to amend) any Mortgage that has a Maturity Date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 15 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.10(a)(iii), Section 2.10(a)(iv) and Section 2.10(a)(v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted subject to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoingOffer; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.18(a)(iii), Section 2.18(a)(iv) and Section 2.18(a)(v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable subject to such Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (iii) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later final maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of any Extended Term Loans shall be governed by no earlier than the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Revolving Maturity Date that is in effect on the effective date of at such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower time and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be the Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five three different maturity dates unless the Administrative Agent otherwise consents to more than three different maturity dates; (iiiiv) the terms for such Extended Term Loans shall provide that any mandatory prepayments or amortization payments in respect of such Extended Term Loans shall only be required if each of the Restricted Payment Conditions is satisfied on a pro forma basis after giving effect to such payments; (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 repayments or prepayments hereunder, as specified in the applicable Term Loan 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 Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans (calculated on the face amount thereof) offered to be extended by the Borrower pursuant to such Term Loan 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 Term Loan Extension Offer; (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower; (viii) any Extended Term Loans shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect); and (ix) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing;foregoing and acceptable to the Administrative Agent. (ivb) With respect to all Term Loan Extensions consummated by the Borrower may amendpursuant to this Section 2.18, revoke (i) such Term Loan Extensions shall not constitute voluntary or replace a mandatory payments or prepayments for purposes of Section 5 and (ii) no Term Loan Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any time prior to the date on which Lenders under the tranche such Term Loan Extension that a minimum amount of Term Loans are requested to respond of any or all applicable Classes be extended. The Administrative Agent and the Lenders hereby consent to the offer; and Term Loan Extensions and the other transactions contemplated by this Section 2.18 (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender shall Loans on such terms as may be obligated to accept any set forth in the relevant Term Loan Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 13.8 or any other pro rata payment section, but excluding, for the avoidance of doubt, any of the provisions of this Section 2.18) or any other Credit Document that may otherwise prohibit or restrict any such Term Loan Extension or any other transaction contemplated by this Section 2.18. (c) Each of the parties hereto hereby (i) agrees that this Agreement and the other Credit Documents may be amended to give effect to each Term Loan Extension (an “Extension Amendment”), without the consent of any Lenders other than Extending Term Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (B) modify any scheduled repayments set forth in Section 5 with respect to any Class of Term Loans subject to a Term Loan Extension to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Term Loan Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans as may be required pursuant to Section 5), (C) modify the prepayments set forth in Section 5 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (D) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18 (it being agreed and understood that any such amendment may introduce additional or tighten existing mandatory prepayments, representations and warranties, covenants or events of default for the benefit of all Lenders), and Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (ii) consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Term Loan Extension, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage that has a maturity date prior to the then Latest Maturity Date at such time so that such maturity date is extended to the Latest Maturity Date at such time after giving effect to such Term Loan Extension (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Term Loan Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably to accomplish the purposes of this Section 2.18. (e) This Section 2.18 shall supersede any provisions in Section 13.8 or Section 13.1 to the contrary.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.11(a)(iii), Section 2.11(a)(iv) and Section 2.11(a)(v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable subject to such Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (iii) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later final maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of any Extended Term Loans shall be governed by no earlier than the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the then Latest Maturity Date that is in effect on the effective date of such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be the Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five three different maturity dates unless the Administrative Agent otherwise consents to more than three different maturity dates; (iiiiv) shall provide that any amortization payments or mandatory prepayments pursuant to Section 3.04(c)(iv), in each case in respect of such Extended Term Loans shall only be required if at least 20% of the Revolving Commitments are unused on a pro forma basis after giving effect to such payments or such prepayments; (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 repayments or prepayments hereunder, as specified in the applicable Term Loan 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 Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans (calculated on the face amount thereof) offered to be extended by the Borrower pursuant to such Term Loan 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 Term Loan Extension Offer; (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower; and (viii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing;. (ivb) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.11, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 3.04 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may amend, revoke or replace at its election specify as a Term Loan condition (a “Minimum Extension Offer at Condition”) to consummating any time prior to the date on which Lenders under the tranche such Extension that a minimum amount of Term Loans are requested to respond or Revolving Commitments (as applicable) of any or all applicable Classes be extended. The Administrative Agent and the Lenders hereby consent to the offer; and Extensions and the other transactions contemplated by this Section 2.11 (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender shall Loans on such terms as may be obligated set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 4.01 or any other pro rata payment section) or any other Loan Document that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by this Section 2.11. (c) Each of the parties hereto hereby (i) agrees that this Agreement and the other Loan Documents may be amended to accept give effect to each Extension (an “Extension Amendment”), without the consent of any Lenders other than extending Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (B) modify any scheduled repayments set forth in Section 3.01 with respect to any Class of Term Loans subject to a Term Loan Extension Offerto reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Term Loan Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans as may be required pursuant to Section 3.01), (C) modify the prepayments set forth in Section 3.04 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (D) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.11 (it being agreed and understood that any such amendment may introduce additional or tighten existing mandatory prepayments, representations and warranties, covenants or events of default for the benefit of all Lenders), and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (ii) consent to the transactions contemplated by this Section 2.11 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Extension, the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date after giving effect to such Extension (or such later date as may be advised by local counsel to the Collateral Agent). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.11. (e) This Section 2.11 shall supersede any provisions in Section 12.02 or Section 4.01(c) to the contrary.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Sections 2.14(a)(iii), 2.14(a)(iv) and 2.14(a)(v), be as determined by Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable subject to such Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (iii) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later final maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of any Extended Term Loans shall be governed by no earlier than the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Revolving Credit Maturity Date that is in effect on the effective date of at such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower time and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be the Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five three different maturity dates unless Administrative Agent otherwise consents to more than three different maturity dates; (iiiiv) the terms for such Extended Term Loans shall provide that any mandatory prepayments or amortization payments in respect of such Extended Term Loans shall only be required if each of the Specified Conditions is satisfied on a pro forma basis after giving effect to such payments; (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 repayments or prepayments hereunder, as specified in the applicable Term Loan 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 Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans (calculated on the face amount thereof) offered to be extended by the Borrower pursuant to such Term Loan 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 Term Loan Extension Offer; (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower; and (viii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing;foregoing and acceptable to the Administrative Agent. (ivb) With respect to all Term Loan Extensions consummated by the Borrower may amendpursuant to this Section 2.14, revoke (i) such Term Loan Extensions shall not constitute voluntary or replace a mandatory payments or prepayments for purposes of Section 2.7 or Section 2.10 and (ii) no Term Loan Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any time prior to the date on which Lenders under the tranche such Term Loan Extension that a minimum amount of Term Loans are requested to respond of any or all applicable Classes be extended. The Administrative Agent and the Lenders hereby consent to the offer; and Term Loan Extensions and the other transactions contemplated by this Section 2.14 (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender shall Loans on such terms as may be obligated to accept any set forth in the relevant Term Loan Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 10.1 or any other pro rata payment section) or any other Credit Party that may otherwise prohibit or restrict any such Term Loan Extension or any other transaction contemplated by this Section 2.14. (c) Each of the parties hereto hereby (i) agrees that this Agreement and the other Loan Documents may be amended to give effect to each Term Loan Extension (an “Extension Amendment”), without the consent of any Lenders other than Extending Term Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (B) modify any scheduled repayments set forth in Section 2.2 with respect to any Class of Term Loans subject to a Term Loan Extension to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Term Loan Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans as may be required pursuant to Section 2.2), (C) modify the prepayments set forth in Sections 2.7 and 2.10 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (D) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section 2.14 (it being agreed and understood that any such amendment may introduce additional or tighten existing mandatory prepayments, representations and warranties, covenants or events of default for the benefit of all Lenders), and Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize Administrative Agent to enter into any such Extension Amendment and (ii) consent to the transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Term Loan Extension, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage that has a maturity date prior to the then Latest Maturity Date at such time so that such maturity date is extended to the Latest Maturity Date at such time after giving effect to such Term Loan Extension (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Term Loan Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably to accomplish the purposes of this Section 2.14. (e) This Section 2.14 shall supersede any provisions in Section 10.1 or Section 13.9 to the contrary.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The Borrower may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof any Class (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateClass”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be converted or exchanged to extend the scheduled maturity date Maturity Date(s) of any payment of principal with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so extended, “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 Borrower shall provide written notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (includingClass, without limitation, by changing the interest rate or fees payable in respect with such request offered equally to all such Lenders of such Existing Term Loan CommitmentsClass) (each, a “Term Loan Extension,” Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical in all material respects to the Term 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 each group all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term LoansLoans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing Amendment or any other amendment, as so the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were extended, in each case as well as more particularly set forth in Section 2.16(c) 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 not so extended, being a “tranche may be different than those for the Term Loans of such Existing Term Loans,” and subject Loan Class and/or (B) additional fees and/or premiums may be payable to the last sentence Lenders providing such Extended Term Loans in addition to any of the definition of “Class,” 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 Borrower and the Lenders thereof, (iv) any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made may participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better or less than a pro rata basis (but, except as compared to any other tranche of Term Loans with a later maturity date otherwise permitted by this Agreement, not greater than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis) in any mandatory prepayments under Section 2.05(b)(i), (2ii) assignments or (iii), in each case as specified in the respective Term Loan Extension Request, and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3v) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date in respect of Term Loans that is in effect on the effective date of such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) . No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior pursuant to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest. 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 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 of Term Loans. Notwithstanding anything to The Parent Borrower may, on behalf of the contrary in this AgreementBorrowers, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof a given Class or Classes (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateTranche”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity date Maturity Date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsTranche) (each, a “Term Loan Extension,” and each group Extension Request”) setting forth the proposed terms of Term Loans, as so extended, as well as the original Extended Term Loans not so extendedto be established, being a “tranche of which shall (x) be identical as offered to each Lender under such Existing Term Loans,” and subject Loan Tranche (including as to the last sentence of the definition of “Class,” any Extended proposed interest rates payable) and offered pro rata to each Lender under such Existing Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: Tranche (i) no Event of Default pursuant provided that any Lender that fails to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of respond to a Term Loan Extension Offer is delivered Request will be deemed to have declined to make an Extended Term Loan) and (y) be identical to the applicable Term Lenders; Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (iii) except as to interest rates, fees, all or any of the scheduled amortization payments of principal and final maturity (which shall be as set forth in of the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the date on which all Term Loans extent provided in the applicable Extension Amendment; (ii) the All-In Yield with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including respect to the Extended Term Loans and any (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 Term Loans) which have more than five different maturity dates; (iii) all documentation in respect Loans of such Existing Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amendTranche, revoke or replace a Term Loan Extension Offer at any time prior in each case, to the date on which Lenders under extent provided in the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.Amendment;

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower Borrowers to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments Loans with like maturity date) and on the same terms to each such Term Lender, the Borrower is Borrowers are hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term LendersLenders (the “Term Loan Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower Borrowers shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.)

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms conditions are satisfied: : (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; , and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.12(a)(iii), Section 2.12(a)(iv) and Section 2.12(a)(v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable subject to such Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (iii) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later final maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of any Extended Term Loans shall be governed by no earlier than the same assignment Revolving Maturity Date at such time and participation provisions applicable to at no time shall the Term Loans or, at (including Extended Term Loans) have more than three different maturity dates unless the Borrower’s discretion, governed by Administrative Agent otherwise consents to more restrictive assignment and participation provisions, than three different maturity dates; (3iv) the relevant Extension Amendment may terms for such Extended Term Loans shall provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is mandatory prepayments or amortization payments in effect on the effective date of such Extension Amendment (immediately prior to the establishment respect of such Extended Term Loans), (4) Extended Term Loans may have call protection as may shall only be agreed by required if each of the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date Specified Conditions is satisfied on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of forma basis after giving effect to such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity datespayments; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a an “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of Term Loans with a like maturity date, Maturity Date on a pro rata basis (based on the aggregate outstanding principal or committed amount of the respective Term Loan Commitments Loans with a like maturity dateMaturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount of each such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate or fees payable in respect of such Term Loan CommitmentsLoans (and related amounts outstanding)) (each, a an “Term Loan Extension,” and each group of Term Loans, as Loans so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan extended shall constitute a separate tranche of Term Loans from the tranche Tranche of Term Loans from which they were converted), so long as the following terms and conditions are satisfiedsatisfied or waived by the applicable Extending Term Loan Lenders: (i) immediately prior to any Extension and after giving effect thereto, no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenderscontinuing; (ii) to the extent required by the applicable Extending Term Loan Lenders, all of the representations and warranties set forth in Section 7 of the Credit Agreement and each other Credit Document shall be true and correct in all material respects on the date of the Extension, both before and after giving effect to the Extension, with the same effect as though such representations and warranties had been made on and as of the date of the Extension, except to the extent such representations and warranties expressly relate to an earlier date; (iii) in the case of any Extension with respect to Term Loans, except as to interest rates, fees, scheduled amortization payments of principal premium, amortization, final maturity, optional and final maturity mandatory prepayment provisions (which shall shall, subject to immediately succeeding proviso, be as determined by the Borrower and the relevant Lenders and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class Tranche of Term Loans being extendedsubject to such Extension Offer; provided that (1) the permanent repayment final maturity date of any Extended Term Loans after the applicable Term Loan Extension shall be made no earlier than the then Latest Maturity Date hereunder, (2) 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 extended thereby, and (3) any Extended Term Loans shall participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on or a better less than pro rata basis (but not greater than a pro rata basis basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as compared specified in the respective Extension Offer except for repayments required upon a Maturity Date applicable to any other tranche Tranche of Term Loans with a later maturity date than such tranche Loans; (iv) if the aggregate principal amount of Term Loans (it being understood that amortization payments and prepayments 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 Term Loans shall not be required offered to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed extended by the Borrower and pursuant to such Extension Offer, then the applicable Term Lenders Loans of such Extended Term LoansLenders shall be extended ratably up to such maximum amount based on the respective principal or committed amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer (it being understood, (5) for the avoidance of doubt, that in no Extended Term event shall the Terms Loans may be optionally prepaid prior after giving effect to an Extension exceed the date on which all Term Loans with an earlier Total Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity datesCommitment on the Effective Date); (iiiv) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (vvi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (b) An Extension shall not constitute a voluntary or mandatory repayment or prepayment for purposes of Sections 4.01 and 4.02 and no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans to be extended. For The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.13 (including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 4.02 and 4.03) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.13. (c) No consent of any Lender or the Administrative Agent shall be obligated required to accept effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to its Term Loans. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into customary amendments to this Agreement and the other Credit Documents with the Borrower as may be necessary or appropriate in order to establish Tranches of Extended Terms Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Tranches of Extended Term Loans on terms consistent with this Section 2.13 (each, an “Extension Amendment”). Each Extension Amendment entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. The Effectiveness of each Extension Amendment shall be subject to, to the extent reasonably requested by the Extending Term Loan Extension OfferLenders, receipt by the Administrative Agent of reaffirmation agreement and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Credit Documents. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, rendering timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.13.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term LendersLenders (the “Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates;; UAL Term Loan Credit Agreement 2020 (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer. (b) [Intentionally Omitted].

Extension of Term Loans. Notwithstanding anything The Borrower may at any time and from time to time, in its sole discretion, request that all or a portion of the contrary in this Agreement, pursuant to one Term Loans of a given Class (or more offers series or tranche thereof) (each, a an “Existing Term Loan Extension OfferTranche”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity date date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsTranche) (each, a “Term Loan ExtensionExtension Request”) setting forth the proposed terms of the Extended Term Loans to 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 without triggering the application of any “default stoppers,” financial tests, “most favored nation” provisions relating to pricing or (unless requested by the Borrower) minimum extension condition provisions) and offered pro rata to each group of Lender under such Existing Term Loans, as so extended, as well as Loan Tranche and (y) be identical to the original Term Loans not so extended, being a “tranche of under the Existing Term Loans,” and subject to the last sentence of the definition of “Class,” any Loan Tranche from which such Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted)are to be amended, so long as the following terms are satisfied: except that: (i) no Event all or any of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant Term Loan applicable Extension Offer), Amendment; (ii) the Term Loan of any Term Lender that agrees to a Term Loan Extension All-In Yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3iii) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), ; and (4iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Maturity Date 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 Term Loans and Loans; provided, however, that (6A) at in no time event shall there be Term Loans hereunder (including the final maturity date of any Extended Term Loans and of a given Term Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any original then-existing Term Loans hereunder, (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term 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 Term Loans) which have more than five different maturity dates; the remaining Weighted Average Life to Maturity of any Existing Term Loan Tranche, (iiiC) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect), (D) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; foregoing and (ivE) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the Borrower may amend, revoke or replace a respective Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Request. Any Extended Term Loans are requested amended pursuant to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term 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 Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $16,000,000.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more Tranches (including any Extended Term Loans) existing at the time of such request (each, an “Existing Tranche” and the Term Loans of such Tranche, the “Existing Loans”) be converted to extend the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Tranche”, and the Term Loans of such Extended Tranches, the “Extended Term Loans” or the “Extended Loans”) and to provide for other terms consistent with this Subsection 2.8; provided that (i) any such request shall be made by the Borrower to all Term Lenders holding with Term Loans with a like maturity date, date (whether under one or more Tranches) on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For In order to establish any Extended Tranche, the avoidance Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of doubtsuch notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, no which terms shall be identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Term Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Term 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 Term 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), in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Term Tranche; provided that, notwithstanding anything to the contrary in this Subsection 2.8 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 than the assignment and participation provisions applicable to Initial Term Loans set forth in Subsection 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Term Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ten Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Term Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Term Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Term Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Term Tranches subject to Extension Elections shall be obligated converted to accept Extended Tranches on a pro rata basis based on the amount of Specified Existing Term Tranches included in each such Extension Election. In connection with any extension of Term Loans pursuant to this Subsection 2.8 (each, an “Extension”), the Borrower shall agree to such procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Subsection 2.8. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 P.M. on the date that is three Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x) through (z) of Subsection 2.8(a), (ii) the definitions of “Additional Obligations”, “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” and Subsection 8.8(b) to amend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Extended Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly contemplated by the third to last sentence of this Subsection 2.8(c) and notwithstanding anything to the contrary set forth in Subsection 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension OfferAmendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $10,000,000 (or, in each case, such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Subsection 11.1 to any Subsection 2.8 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Subsection 2.8 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Subsection 2.8 Additional Amendments do not become effective prior to the time that such Subsection 2.8 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Subsection 2.8 Additional Amendments to become effective in accordance with Subsection 11.1; provided, further, that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Term Tranche. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Subsection 2.8 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Subsection 2.8 Additional Amendment.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding Banks of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term LenderBank, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Bank that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Bank and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term LendersBanks, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.18(a)(iii), Section 2.18(a)(iv) and Section 2.18(a)(v), be as determined by Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender Bank that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Bank”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted subject to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoingOffer; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a an “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term 1006028216v17 Lenders holding Term Loans with a like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments Loans with a like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsLoans) (each, a an “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” tranche”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term Lenders;Lenders (the “Extension Offer Date”), (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), ) shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension date shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)tranche, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans orLoans, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates;, (iii) [reserved], (iv) [reserved], (v) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (vvi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered, which shall be a minimum amount 1006028216v17 approved by the Administrative Agent (a “Minimum Extension Condition”). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 2.12, 2.17 and 8.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.28. (c) The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (each, an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.28. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.28.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan Extension,” and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.11(a)(iii), Section 2.11(a)(iv) and Section 2.11(a)(v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable subject to such Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (iii) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later final maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of any Extended Term Loans shall be governed by no earlier than the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the then Latest Maturity Date that is in effect on the effective date of such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be the Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five three different maturity dates unless the Administrative Agent otherwise consents to more than three different maturity dates; (iiiiv) shall provide that any amortization payments in respect of such Extended Term Loans shall only be required if at least 20% of the Revolving Commitments are unused on a pro forma basis after giving effect to such payments; (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 repayments or prepayments hereunder, as specified in the applicable Term Loan 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 Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans (calculated on the face amount thereof) offered to be extended by the Borrower pursuant to such Term Loan 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 Term Loan Extension Offer; (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower; and (viii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing;. (ivb) With respect to all Term Loan Extensions consummated by the Borrower may amendpursuant to this Section 2.11, revoke (i) such Term Loan Extensions shall not constitute voluntary or replace a mandatory payments or prepayments for purposes of Section 3.04 and (ii) no Term Loan Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any time prior to the date on which Lenders under the tranche such Term Loan Extension that a minimum amount of Term Loans are requested to respond or Revolving Commitments (as applicable) of any or all applicable Classes be extended. The Administrative Agent and the Lenders hereby consent to the offer; and Term Loan 65 Extensions and the other transactions contemplated by this Section 2.11 (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender shall Loans on such terms as may be obligated to accept any set forth in the relevant Term Loan Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 4.01 or any other pro rata payment section) or any other Loan Document that may otherwise prohibit or restrict any such Term Loan Extension or any other transaction contemplated by this Section 2.11. (c) Each of the parties hereto hereby (i) agrees that this Agreement and the other Loan Documents may be amended to give effect to each Term Loan Extension (an “Extension Amendment”), without the consent of any Lenders other than extending Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (B) modify any scheduled repayments set forth in Section 3.01 with respect to any Class of Term Loans subject to a Term Loan Extension to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Term Loan Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans as may be required pursuant to Section 3.01), (C) modify the prepayments set forth in Section 3.04 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (D) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.11 (it being agreed and understood that any such amendment may introduce additional or tighten existing mandatory prepayments, representations and warranties, covenants or events of default for the benefit of all Lenders), and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (ii) consent to the transactions contemplated by this Section 2.11 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Term Loan Extension, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date after giving effect to such Term Loan Extension (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Term Loan Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.11. (e) This Section 2.11 shall supersede any provisions in Section 12.02 or Section 4.01(c) to the contrary.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Section 2.18(a)(iii) and Section 2.18(a)(iv), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable subject to such Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (iii) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later final maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of any Extended Term Loans shall be governed by no earlier than the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Revolving Maturity Date that is in effect on the effective date of at such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower time and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be the Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five three different maturity dates unless the Administrative Agent otherwise consents to more than three different maturity dates; (iiiiv) the terms for such Extended Term Loans shall provide that any mandatory prepayments or amortization payments in respect of such Extended Term Loans shall only be required if either (x) each of the FCF Payment Conditions is satisfied on a pro forma basis after giving effect to such payments and the amount of such payment does not exceed one hundred percent (100%) of Distributable Free Cash Flow at the time made, or (y) each of the Unlimited Payment Conditions is satisfied on a pro forma basis after giving effect to such payments; (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 repayments or prepayments hereunder, as specified in the applicable Term Loan 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 Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans (calculated on the face amount thereof) offered to be extended by the Borrower pursuant to such Term Loan 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 Term Loan Extension Offer; (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower; (viii) any Extended Term Loans shall be permitted by the terms of each Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect); and (ix) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing;foregoing and acceptable to the Administrative Agent. (ivb) With respect to all Term Loan Extensions consummated by the Borrower may amendpursuant to this Section 2.18, revoke (i) such Term Loan Extensions shall not constitute voluntary or replace a mandatory payments or prepayments for purposes of Section 5 and (ii) no Term Loan Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any time prior to the date on which Lenders under the tranche such Term Loan Extension that a minimum amount of Term Loans are requested to respond of any or all applicable Classes be extended. The Administrative Agent and the Lenders hereby consent to the offer; and Term Loan Extensions and the other transactions contemplated by this Section 2.18 (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender shall Loans on such terms as may be obligated to accept any set forth in the relevant Term Loan Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 13.8 or any other pro rata payment section, but excluding, for the avoidance of doubt, any of the provisions of this Section 2.18) or any other Credit Document that may otherwise prohibit or restrict any such Term Loan Extension or any other transaction contemplated by this Section 2.18. (c) Each of the parties hereto hereby (i) agrees that this Agreement and the other Credit Documents may be amended to give effect to each Term Loan Extension (an “Extension Amendment”), without the consent of any Lenders other than Extending Term Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (B) modify any scheduled repayments set forth in Section 5 with respect to any Class of Term Loans subject to a Term Loan Extension to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Term Loan Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans as may be required pursuant to Section 5), (C) modify the prepayments set forth in Section 5 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (D) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section 2.18 (it being agreed and understood that any such amendment may introduce additional or tighten existing mandatory prepayments, representations and warranties, covenants or events of default for the benefit of all Lenders), and Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Extension Amendment and (ii) consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Term Loan Extension, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage that has a maturity date prior to the then Latest Maturity Date at such time so that such maturity date is extended to the Latest Maturity Date at such time after giving effect to such Term Loan Extension (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Term Loan Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably to accomplish the purposes of this Section 2.18. (e) This Section 2.18 shall supersede any provisions in Section 13.8 or Section 13.1 to the contrary.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The applicable Borrower may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis of any given Class (based on the aggregate or series or tranche thereof) selected by it in its sole discretion (an “Existing Term Loan Commitments with like maturity dateTranche”) and on the same terms to each such Term Lenderbe amended, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers converted or exchanged to extend the scheduled maturity date Maturity Date(s) with respect to all or a portion of any outstanding principal amount of such Term Lender’s the Term Loans and otherwise modify the terms of such Existing Term Loan Tranche (any such Term Loans pursuant which have been so amended, extended, or converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the applicable Borrower shall provide a notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsTranche) (each, a “Term Loan Extension,” and each group Extension Request”) setting forth the proposed terms of Term Loans, as so extended, as well as the original Extended Term Loans not so extendedto be established, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan which shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant be identical as offered to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a each Lender under such Existing Term Loan Extension Offer is delivered Tranche (including as to the applicable 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 Term Lenders; Loan Tranche, and (ii) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except as to interest rates, fees, that: (A) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal and final maturity (which shall of the Extended Term Loans, if any, may be as set forth delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the relevant Term Loan applicable Extension Offer), Amendment; (B) the Term Loan of any Term Lender that agrees to a Term Loan Extension All-In Yield with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans Amendment; (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3C) the relevant 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 such the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), ; and (4D) Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums), as may be agreed by the applicable Borrower and the applicable Term Lenders of such Extended Term Loans, (5) thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all the Term Loans with an earlier under the Existing Term Loan Maturity Date Tranche from which such Extended Term Loans were amended are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and Loans; provided that (61) at no time shall there be Term Loans hereunder (including subject to the Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturity of any Extended Term Loans and any original (to the extent they are unsecured) of a given Term Loans) Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche from which have more than five different maturity dates; such Extended Term Loans are amended, (iii2) all documentation in respect of such Term Loan Extension Amendment shall be consistent with the foregoing; foregoing and (iv3) any Extended Term 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 Term 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 Borrower may amendcase of a prepayment under Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)), revoke in any mandatory repayments or replace a prepayments of Term Loans hereunder, in each case as specified in the respective Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Request. Any Extended Term Loans are requested amended pursuant to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term 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 Term Loan Extension Series with respect to such Existing Term Loan Tranche. The applicable Borrower may impose an Extension Minimum Condition with respect to any Term Loan Extension Request, which may be waived by such Borrower in its sole discretion.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The Borrower may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof any Class (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateClass”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be converted or exchanged to extend the scheduled maturity date Maturity Date(s) of any payment of principal with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so extended, “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 Borrower shall provide written notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (includingClass, without limitation, by changing the interest rate or fees payable in respect with such request offered equally to all such Lenders of such Existing Term Loan CommitmentsClass) (each, a “Term Loan Extension,” Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical in all material respects to the Term 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 each group all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term LoansLoans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing Amendment or any other amendment, as so extendedthe case may be, as well as with respect to the original Existing Term Loan Class from which such Extended Term Loans not so were extended), being a “tranche of Term Loans,” (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and subject voluntary prepayment terms and premiums with respect to the last sentence Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the definition of “Class,” 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 Borrower and the Lenders thereof, (iv) any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made may participate on a pro rata basis, less than a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay or greater than a pro rata basis in any such tranche voluntary or mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a better greater than a pro rata basis as compared to any other tranche earlier maturing Class of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and in any mandatory prepayments of Term Loans shall not be required to be on a pro rata basisunder Sections 2.05(2)(a), (2b) assignments and participations of Extended (d)(i)), in each case as specified in the respective Term Loans shall be governed by the same assignment Loan Extension Request and participation provisions applicable to Term Loans or, (v) at the election of the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iv)) with respect to Extended Term Loans that, if not consistent with the terms of the Existing Term Loan Class subject to such Term Loan Extension Request, either, (A) are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Term Loan Class subject to the Term Loan Extension Request, except in each case, with respect to (x) other covenants and terms that apply solely to any period after the Latest Maturity Date in respect of Term Loans that is in effect on the effective date of such Extension Amendment (immediately prior to the establishment of such Extended Term Loans)Loans and (y) subject to the immediately succeeding proviso, (4) Extended Term Loans may have call protection as may be agreed by a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the Borrower and the applicable Term Lenders contrary contained herein, if any such terms of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the date on which all Term Loans with an earlier Term Loan applicable Latest Maturity Date are repaid in fullof the Term Facility, unless such optional prepayment is accompanied by Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility or (B) reflect market terms and conditions (taken as a pro rata optional prepayment of such other Term Loans and (6whole) at no the time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; Request (iv) as determined by the Borrower may amend, revoke or replace a in good faith). No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Class converted into Extended Term Loans are requested pursuant to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest. 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 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 of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.15, pursuant to one or more offers (each, a an “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of Term Loans with a like maturity date, Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans with a like maturity dateMaturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time following the Effective Date transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount of each such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, including by changing increasing the interest rate or fees payable in respect of such Term Loan CommitmentsLoans (and related outstandings)) (each, a an “Term Loan Extension,” and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan Loans shall constitute a separate tranche Tranche of Term Loans from the tranche Tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to immediately succeeding clauses (iii), (iv) and (v), be as determined by the Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension an extension with respect to such Term Loan Loans (an “Extending Term Lender”) extended pursuant to an any Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class Tranche of Term Loans being extended; provided that subject to such Extension Offer (1except for covenants or other provisions applicable only to periods after the then latest Maturity Date then in effect); (iii) the permanent repayment final maturity date of any Extended Term Loans after the applicable Term Loan Extension shall be made no earlier than the latest Maturity Date then in effect; (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 extended thereby; (v) any Extended Term Loans may participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on or a better less than pro rata basis (but not greater than a pro rata basis basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as compared to any other tranche of Term Loans with a later maturity date than such tranche specified in the respective Extension Offer; (vi) if the aggregate principal amount of Term Loans (it being understood that amortization payments and prepayments calculated on the face amount thereof) in respect of which Lenders with Term Loans shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans shall not be required offered to be on a pro rata basis)extended by the Borrower pursuant to such Extension Offer, (2) assignments and participations then the Term Loans of Extended such Lenders with Term Loans shall be governed by extended ratably up to such maximum amount based on the same assignment and participation provisions applicable respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders with Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 have accepted such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity datesOffer; (iiivii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (ivviii) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition Tranche Amount shall be satisfied unless waived by the Administrative Agent; (ix) no more than two Extensions may be effected; and (x) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of each Credit Party dated the applicable date of the Extension and executed by an Authorized Officer of such Credit Party certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such Extension and (y) the conditions set forth in Section 7 shall be satisfied (or waived in writing by the Required Lenders prior to the effective date of such Extension) (with all references in such Section to any Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by an Authorized Officer of the Borrower. For In connection with each Extension Offer, each relevant Lender, acting in its sole and individual discretion, shall determine whether it wishes to participate in the respective Extension contemplated by such Extension Offer. Any relevant Lender that does not respond to an Extension Offer within the time period contemplated by the applicable Extension Offer shall be deemed to have rejected such Extension Offer. The election of any relevant Lender to agree to an Extension shall not obligate any other Lender to so agree. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02, or 13.06 and (ii) no Tranche of Extended Term Loans shall be in an amount of less than $10,000,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (but otherwise subject to Section 13.12(a)) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15, provided that such consent shall not be obligated deemed to accept any Term Loan be an acceptance of an Extension Offer. (c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrower (and the other applicable Credit Parties) as (and to the extent) may be necessary in order establish new Tranches in respect of Term Loans so extended and such technical amendments as may be necessary, in the reasonable discretion of the Administrative Agent and the Borrower, in connection with the establishment of such new Tranches, in each case on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extensions, the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a Maturity Date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent), it being understood, however, that such requirement to amend any Mortgage shall not apply to the Mortgage for the Mortgaged Property being delivered as of the Effective Date. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The Borrowers may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be amended to extend the scheduled maturity termination date with respect to all or a portion of thereof (any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.18. In order to establish any Extended Term Loans, the Borrowers shall provide a notice to the terms Agent (who shall provide a copy of such notice to each of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan CommitmentsLenders) (each, a “Term Loan Extension,” and each group of Term Loans, as so extended, as well as Extension Request”) setting forth the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following proposed terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth determined in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan consultation with the same terms as Agent) of the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after to be established, which shall (x) be identical as offered to each Term Lender (including as to the applicable Term Loan Extension shall be made on a proposed interest rates and fees payable) and offered pro rata basis with all other to each Term LoansLender hereunder, and (y) be identical to the Term Loans hereunder, except that that: (i) the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis), (2) assignments and participations of the Extended Term Loans shall be governed by later than the same assignment Termination Date, (ii) payments of interest and participation provisions applicable to fees may be at different rates on Extended Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment (and participation provisions, related outstandings) (3iii) the relevant Extension Amendment terms of the Extended Term Loans may provide provide, subject to the consent of the Required Lenders (excluding from the calculation thereof, any Term Lenders who decline to extend their Term Loans) for other or different covenants and terms that apply solely to any period after the Latest Maturity Date Termination Date, or, if earlier, the repayment in full of Term Loans that is are not Extended Term Loans, and (iv)(A) reserved; (B) all repayments of the Term Loans (including Extended Term Loans) shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on commitments (and related outstandings) in effect on accordance with the effective rights of the applicable Class and (2) repayments required upon the maturity date of such the Term Loans of any Class); and (C) reserved; provided, further, that (A) reserved, (B) reserved, (C) in connection with an Extension Amendment (immediately prior Request with respect to the establishment Term Loans either (i) the Term Lenders collectively have consented to the applicable Extension Request with respect to a majority in amount of such the Term Loans or (ii) simultaneously with the effectiveness of the maturity extension in respect of the Extended Term Loans, the Term Loans that are not Extended Term Loans shall be paid in full (the foregoing not being deemed to modify or waive the provisions of Section 2.11 hereof regarding the conditions precedent to repayment of the Term Loans), (4D) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans reserved and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iiiE) all documentation in respect of such Term Loan Extension extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made The Borrower may at any time and from time to time by request that all or a portion of the Borrower to all Term Lenders holding Term Loans with like maturity dateof any Class (each, on a pro rata basis (based on the aggregate an “Existing Term Loan Commitments with like maturity dateClass”) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers be converted or exchanged to extend the scheduled maturity date Maturity Date(s) of any payment of principal with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of (any such Term Loans pursuant which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect US-DOCS\122695800.10 to any Extended Term Loans, the Borrower shall provide written notice to the terms Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Extension Offer (includingClass, without limitation, by changing the interest rate or fees payable in respect with such request offered equally to all such Lenders of such Existing Term Loan CommitmentsClass) (each, a “Term Loan Extension,” Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical in all material respects to the Term 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 each group all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term LoansLoans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing Amendment or any other amendment, as so extendedthe case may be, as well as with respect to the original Existing Term Loan Class from which such Extended Term Loans not so were extended), being a “tranche of Term Loans,” (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and subject voluntary prepayment terms and premiums with respect to the last sentence Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the definition of “Class,” 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 Borrower and the Lenders thereof, (iv) any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders; (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extended; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made may participate on a pro rata basis, less than a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay or greater than a pro rata basis in any such tranche mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a better greater than a pro rata basis as compared to any other tranche earlier maturing Class of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and in any mandatory prepayments of Term Loans shall not be required to be on a pro rata basisunder Section 2.05(2)(a), (2b) assignments and participations of Extended (d)(i)), in each case as specified in the respective Term Loans shall be governed by the same assignment Loan Extension Request and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3v) the relevant Extension Amendment may provide for (x) other covenants and terms that apply solely to any period after the Latest Maturity Date in respect of Term Loans that is in effect on the effective date of such Extension Amendment (immediately prior to the establishment of such Extended Term Loans)Loans and (y) subject to the immediately succeeding proviso, (4) Extended Term Loans may have call protection as may be agreed by a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the Borrower and the applicable Term Lenders contrary contained herein, if any such terms of such Extended Term LoansLoans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, (5) no such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans may be optionally prepaid prior pursuant to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension OfferRequest. 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 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 of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a an “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of Term Loans with a like maturity date, Maturity Date on a pro rata basis (based on the aggregate outstanding principal or committed amount of the respective Term Loan Commitments Loans with a like maturity dateMaturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount of each such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate or fees payable in respect of such Term Loan CommitmentsLoans (and related amounts outstanding)) (each, a an “Term Loan Extension,” and each group of Term Loans, as Loans so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan extended shall constitute a separate tranche of Term Loans from the tranche Tranche of Term Loans from which they were converted), so long as the following terms and conditions are satisfiedsatisfied or waived by the applicable Extending Term Loan Lenders: (i) immediately prior to any Extension and after giving effect thereto, no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenderscontinuing; (ii) to the extent required by the applicable Extending Term Loan Lenders, all of the representations and warranties set forth in Section 7 of the Credit Agreement and each other Credit Document shall be true and correct in all material respects on the date of the Extension, both before and after giving effect to the Extension, with the same effect as though such representations and warranties had been made on and as of the date of the Extension, except to the extent such representations and warranties expressly relate to an earlier date; (iii) in the case of any Extension with respect to Term Loans, except as to interest rates, fees, scheduled amortization payments of principal premium, amortization, final maturity, optional and final maturity mandatory prepayment provisions (which shall shall, subject to immediately succeeding proviso, be as determined by the Borrower and the relevant Lenders and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loans (each, an “Extending Term Loan Lender”) extended pursuant to an any Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class Tranche of Term Loans being extendedsubject to such Extension Offer; provided that (1) the permanent repayment final maturity date of any Extended Term Loans after the applicable Term Loan Extension shall be made no earlier than the then Latest Maturity Date hereunder, (2) 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 extended thereby, (3) any Extended Term Loans shall not be secured by any asset of the Borrower or any of its Restricted Subsidiaries other than the Collateral, (4) any Extended Term Loans shall not be guaranteed by any person other than a Guarantor and (5) any Extended Term Loans shall participate on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on or a better less than pro rata basis (but not greater than a pro rata basis basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as compared specified in the respective Extension Offer except for repayments required upon a Maturity Date applicable to any other tranche Tranche of Term Loans with a later maturity date than such tranche Loans; (iv) if the aggregate principal amount of Term Loans (it being understood that amortization payments and prepayments 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 Term Loans shall not be required offered to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed extended by the Borrower and pursuant to such Extension Offer, then the applicable Term Lenders Loans of such Extended Term LoansLenders shall be extended ratably up to such maximum amount based on the respective principal or committed amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer (it being understood, (5) for the avoidance of doubt, that in no Extended Term event shall the Terms Loans may be optionally prepaid prior after giving effect to an Extension exceed the date on which all Term Loans with an earlier Total Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity datesCommitment on the Effective Date); (iiiv) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (vvi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (b) An Extension shall not constitute a voluntary or mandatory repayment or prepayment for purposes of Sections 4.01 and 4.02 and no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans to be extended. For The Administrative Agent, the Collateral Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.13 (including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 4.02 and 4.03) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.13. (c) No consent of any Lender or any Agent shall be obligated required to accept effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to its Term Loans. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent (acting at the written direction of the Administrative Agent) to enter into customary amendments to this Agreement and the other Credit Documents with the Borrower as may be necessary or appropriate in order to establish Tranches of Extended Terms Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Tranches of Extended Term Loans on terms consistent with this Section 2.13 (each, an “Extension Amendment”). Each Extension Amendment entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. The effectiveness of each Extension Amendment shall be subject to, to the extent reasonably requested by the Extending Term Loan Extension OfferLenders, receipt by the Administrative Agent of reaffirmation agreement and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Credit Documents. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent and the Collateral Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, rendering timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.13.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a “Term Loan “ Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term LendersLenders (the “Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional Table of Contents prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer.

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), made from time to time by the Borrower Borrowers to all Term Lenders holding Term Loans with like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to each such Term Lender, the Borrower is Borrowers are hereby permitted to consummate from time to time transactions with individual Term Lenders that accept the terms contained in any such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loan Commitments) (each, a an “Term Loan Extension,” ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche of Term Loans,” ”, and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfiedsatisfied or waived: (i) no Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing at the time the offering document in respect of a Term Loan an Extension Offer is delivered to the applicable Term LendersLenders (the “Extension Offer Date”); (ii) except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan an Extension with respect to such Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same terms as the original Class of Term Loans being extendedLoans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that the Borrower Borrowers shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche of Term Loans (it being understood that amortization payments and prepayments of Term Loans shall not be required to be on a pro rata basis)Loans, (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisionsLoans, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed by the Borrower Borrowers and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity dates; (iii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; (iv) the Borrower may amend, revoke or replace a Term Loan Extension Offer at any time prior to the date on which Lenders under the tranche of Term Loans are requested to respond to the offer; and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrowers. For the avoidance of doubt, no Term Lender shall be obligated to accept any Term Loan Extension Offer. (b) [Intentionally Omitted]. (c) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.28, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered, which shall be a minimum amount approved by the Administrative Agent (a “

Extension of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, a “Term Loan Extension Offer”), ) made from time to time by the Borrower to all Term Lenders holding of a Class of Term Loans with like maturity date, the same Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loan Commitments Loans of such Class with like maturity datethe same Maturity Date) and on the same terms to each such Term Lender, the Borrower is hereby permitted to consummate may from time to time transactions time, with individual the consent of any Term Lenders Lender that accept the terms contained in shall have accepted such Term Loan Extension Offers to Offer, extend the scheduled maturity date with respect to all or a portion Maturity Date of any outstanding principal amount the Term Loans of each such Term Lender’s Term Loans Lender and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing increasing the interest rate rate, premiums or fees payable in respect of such Term Loan CommitmentsLoans 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 original any Term Loans not so extendedextended thereby, being a “tranche of Term Loans,” and subject to the last sentence of the definition of “Class,” any Extended Term Loan shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were convertedExtension Series”), so long as the following terms are satisfied: (i) no Default or Event of Default pursuant to Section 7.01(b), (e)(B), (f) or (g) shall have occurred and be continuing exist at the time the offering document notice in respect of a Term Loan Extension Offer is delivered to the applicable Term Lenders, and no Default or Event of 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, scheduled amortization payments of principal and amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall shall, subject to Sections 2.14(a)(iii), 2.14(a)(iv) and 2.14(a)(v), be as determined by Borrower and set forth in the relevant Term Loan Extension Offer), the Term Loan Loans of any Term Lender that agrees to a Term Loan Extension with respect to such Term Loan Loans (each, an “Extending Term Lender”) extended pursuant to an any Term Loan Extension Amendment (an “Extended Term LoanLoans”), ) shall be a Term Loan with have the same terms as the original Class of Term Loans being extended; provided that subject to such Term Loan Extension Offer; (1iii) the permanent repayment final maturity date of any Extended Term Loans shall be no earlier than the Revolving Credit Maturity Date at such time and at no time shall the Term Loans (including Extended Term Loans) have more than three different maturity dates unless Administrative Agent otherwise consents to more than three different maturity dates; MRC Energy Company Credit Agreement 62 (iv) the terms for such Extended Term Loans shall provide that any mandatory prepayments or amortization payments in respect of such Extended Term Loans shall only be required if each of the Specified Conditions is satisfied on a pro forma basis after giving effect to such payments; (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 repayments or prepayments hereunder, as specified in the applicable Term Loan Extension shall be made on a pro rata basis with all other Term Loans, except that Offer; (vi) if the Borrower shall be permitted to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with a later maturity date than such tranche aggregate principal amount of Term Loans (it being understood that amortization payments and prepayments calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Term Loan Extension Offer shall exceed the maximum aggregate principal amount of Term Loans shall not be required (calculated on the face amount thereof) offered to be on a pro rata basis), (2) assignments and participations of Extended Term Loans shall be governed by the same assignment and participation provisions applicable to Term Loans or, at the Borrower’s discretion, governed by more restrictive assignment and participation provisions, (3) the relevant 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 such Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may be agreed extended by the Borrower and pursuant to such Term Loan Extension Offer, then the applicable 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 Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier Lenders have accepted such Term Loan Maturity Date are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than five different maturity datesExtension Offer; (iiivii) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower; and (viii) all documentation in respect of such Term Loan Extension shall be consistent with the foregoing;foregoing and acceptable to the Administrative Agent. (ivb) With respect to all Term Loan Extensions consummated by the Borrower may amendpursuant to this Section 2.14, revoke (i) such Term Loan Extensions shall not constitute voluntary or replace a mandatory payments or prepayments for purposes of Section 2.7 or Section 2.10 and (ii) no Term Loan Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any time prior to the date on which Lenders under the tranche such Term Loan Extension that a minimum amount of Term Loans are requested to respond of any or all applicable Classes be extended. The Administrative Agent and the Lenders hereby consent to the offer; and Term Loan Extensions and the other transactions contemplated by this Section 2.14 (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For including, for the avoidance of doubt, no payment of any interest, fees or premium in respect of any Extended Term Lender shall Loans on such terms as may be obligated to accept any set forth in the relevant Term Loan Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 10.1 or any other pro rata payment section) or any other Credit Party that may otherwise prohibit or restrict any such Term Loan Extension or any other transaction contemplated by this Section 2.14. MRC Energy Company Credit Agreement 63 (c) Each of the parties hereto hereby (i) agrees that this Agreement and the other Loan Documents may be amended to give effect to each Term Loan Extension (an “Extension Amendment”), without the consent of any Lenders other than Extending Term Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (B) modify any scheduled repayments set forth in Section 2.2 with respect to any Class of Term Loans subject to a Term Loan Extension to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Term Loan Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans as may be required pursuant to Section 2.2), (C) modify the prepayments set forth in Sections 2.7 and 2.10 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (D) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section 2.14 (it being agreed and understood that any such amendment may introduce additional or tighten existing mandatory prepayments, representations and warranties, covenants or events of default for the benefit of all Lenders), and Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize Administrative Agent to enter into any such Extension Amendment and (ii) consent to the transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Term Loan Extension, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage that has a maturity date prior to the then Latest Maturity Date at such time so that such maturity date is extended to the Latest Maturity Date at such time after giving effect to such Term Loan Extension (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Term Loan Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably to accomplish the purposes of this Section 2.14. (e) This Section 2.14 shall supersede any provisions in Section 10.1 or Section 13.9 to the contrary.