Common use of Extensions of Loans Clause in Contracts

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted; (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.23.

Extensions of Loans. (a) Notwithstanding anything The Borrower may, by written notice to the contrary in this AgreementAdministrative Agent from time to time after the Acquisition Effective Date, pursuant to one or more offers request an extension (each, an “Extension”) of the maturity date of any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) made from time an opportunity to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, participate in each case such Extension on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to and conditions as each such Lender, the Borrower is hereby permitted to consummate transactions with any individual other Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate procedures established by, or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicablereasonably acceptable to, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted; (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans or Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans Revolving Commitments or CommitmentsTerm Loans, as applicable, subject to the case may be, offered to be extended by Extension Offer as set forth in the Borrower pursuant to such Extension Offernotice, then the Loans Revolving Commitments or CommitmentsTerm Loans, as the case may beapplicable, of such Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) No Extension consummated in reliance on this Section 2.23 no Default or Event of Default shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) each of the scheduled amortization payments (insofar as such schedule affects payments due representations and warranties made by any Loan Party in or pursuant to Lenders participating in the relevant Class) set forth in Section 2.10 Loan Documents shall be adjusted true and correct in all material respects on and as of the date of such Extension (except (A) to give effect the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects), (iii) the Issuing Lenders shall have consented to any Extension of the Revolving Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit at any Class time during the extended period and (iv) the terms of Loans and/or such Extended Revolving Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Offershall comply with paragraph (c) and hereby waive the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Commitment shall be no earlier than the Revolving Termination Date and the final maturity date of the Extended Term Loans shall be no earlier than the Term Loan Maturity Date, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments and (B) the average life to maturity of the Extended Term Loans shall be no shorter than the remaining average life to maturity of the then-existing Term Loans, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and the existing Term Loans and the borrower and guarantors of the Extended Revolving Commitments or Extended Term Loans, as applicable, shall be the same as the Borrower and Subsidiary Guarantors with respect to the existing Revolving Loans or Term Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Revolving Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Borrower and the applicable extending Lenders, (v) (A) the Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans and (B) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the other Revolving Commitments (other than upon the maturity of the non-extended Revolving Loans and Revolving Commitments) and (vi) the terms of the Extended Revolving Commitments or Extended Term Loans, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). (d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender or shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall be required reasonably specify to effectuate any evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, other than without the consent of each Lender agreeing any other Lender, effect such amendments to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary or appropriate, in order the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Revolving Commitments or Extended Term Loans as a new Classes Class or sub-Classes in respect tranche of Loans Revolving Commitments or Commitments so extended Term Loans, as applicable, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or sub-Classestranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.23Section. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.23.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class of Loans or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) ), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer Lenders that agree to such transactions from time to time to extend the Maturity Date of all or a portion maturity date of such Lender’s Loans and/or or Commitments of such Class and to otherwise modify the terms of all such Lender’s Loans or a portion Commitments of such Loans and/or Commitments Class pursuant to the terms of the relevant Pro Rata Extension Offer (including by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) and/or and/or, with respect to Term Loans, modifying the amortization schedule, if any, schedule in respect of such Term Loans) ). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Loans or Commitments of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as agreed to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and any such Lender who agrees (an “Extending Lender”) will be established under this Agreement by implementing an Other Loan for such Lender (such extended Loan, an “Extended Loan”) or another Class of commitments for such Lender (such extended Commitment, an “Extended Commitment”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Loan shall be made, which shall be a date not earlier than ten (10) Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Commitments or Extended Loans of its Term Loans and set forth in such Extending Lender. Each Extension Amendment shall specify the relevant Extension Offer), terms of the applicable Extended Commitments or Extended Loans; provided that (Bi) the terms applicable to such Extended Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms and, subject to clauses (ii) and (iii) of this proviso, optional prepayment, mandatory prepayment (with respect to Term Loans), amortization (with respect to Term Loans) or redemption terms or final maturity date, which shall be as defined belowagreed between the Borrower and the Lenders providing such Extended Loans) that are more shall (when taken as a whole and as determined by the Borrower in good faith) be substantially similar to, or not materially less favorable to the lenders or Borrower than, the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) terms, taken as a whole, applicable to the Loan Documents for existing Class of Loans or Commitments being extended (except to the benefit extent such covenants and other terms apply solely to any period after the Maturity Date then in effect of the Term Lenders or, as applicable, existing Class of Loans being extended or are otherwise reasonably acceptable to the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such ExtensionAgent), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iiiii) the final maturity date of any Extended Term Loans may and Extended Commitments shall be no earlier than ninety-one (91) days after the Latest Maturity Date in effect with respect to such Class as such offer relates on the date of Term Loans from which they were converted; incurrence, (iviii) the Weighted Average Life to Maturity of any Extended Term Loans and Extended Commitments shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans from to which they were converted; (v) subject to clauses (iii) and such offer relates, (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by in the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended form of Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not a greater than pro rata basis) than the Initial Term Loans and the Term B-1 Loans in any voluntary prepayments mandatory prepayment hereunder, and (v) before and after giving effect to the Extension Amendment, no Event of Term Default shall have occurred and be continuing. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended without the consent of any other Lenders to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Loans or Extended Commitments evidenced thereby as provided for in Section 9.02. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Loan or Commitments will be automatically designated an Extended Loan or Extended Commitments. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi2.18), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer Extended Loan is required to be in any minimum amount or any minimum increment; provided that the Borrower , (ii) any Extending Lender may at extend all or any portion of its election specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans and/or Commitments over participation) (including the extension of any Class Extended Loan or Extended Commitments), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitments at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan implemented thereby, (iv) all Extended Loans and Extended Commitments and all obligations in respect thereof shall constitute Secured be Obligations of the Borrower under this Agreement and the other Loan Documents that are secured by the Collateral rank equally and guaranteed on a pari passu basis ratably in right of security with all other applicable Secured Obligations under this Agreement of the Class being extended, and (v) there shall be no borrower (other than the Borrowers) and no guarantors (other Loan Documents. The Lenders hereby irrevocably authorize than the Guarantors) in respect of any such Extended Loans or Extended Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to enter into making any Pro Rata Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order Offer to establish new Classes or sub-Classes in reasonable procedures with respect of Loans or Commitments so extended and to mechanical provisions relating to 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereofincluding, and shall agree to such procedures (including regarding without limitation, 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 2.23adjustments.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, at any time after the Eleventh Amendment Effective Date, pursuant to one or more offers (each, an a “New Extension Offer”) made from time to time by the Borrower to all Lenders holding a particular Class of Loans of any Class or and/or Commitments of any Class, in each case with a like maturity date on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or and/or Commitments of such Classwith the same maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted may from time to consummate transactions time with the consent of any individual Lender who accepts the terms contained in the relevant Extension Offer to that shall have accepted such offer extend the Maturity Date maturity date of all or a portion of such Lender’s any Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments of such Lender pursuant to the terms of the relevant New Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Loans that are Term Loans) (each, an a “New Extension,” ”, and each group of Loans or Commitments, as applicable, in each case as and/or Commitments so extended, and as well as the original Loans and the original and/or Commitments (in each case not so extended), being a “Classtranche”; it being understood that any New Extended Term Loans and any New Extended Revolving Commitments and New Extended Revolving Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans and/or Commitments from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Unmatured Event of Default or Event of Default shall exist at the time the notice in respect of a New Extension Offer is delivered to the Lenders, and no Unmatured Event of Default or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any New Extension, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant New Extension Offer), the Loans and Commitments of any Lender (Ba “New Extending Lender”) terms applicable extended pursuant to such any New Extension (any Term Loans so extended, “New Extended Term Loans” and any Revolving Commitments and Revolving Loans (so extended, “New Extended Revolving Commitments” and “New Extended Revolving Loans”) shall each have the same terms as defined below) that are more favorable to the lenders or the agent tranche of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders orRevolving Commitments, as applicable, the Administrative Agent subject to such New Extension Offer (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date (in each case, as of the date of such ExtensionDate), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any New Extended Term Loans may and of any New Extended Revolving Commitments shall be no earlier than the Class then applicable Latest Maturity Date at the time of Term Loans from which they were converted; extension (provided that in the case of any New Extended Revolving Commitments, such final maturity shall only be required to be no earlier than the final maturity of any then-outstanding Revolving Commitments or New Extended Revolving Commitments), (iv) the Weighted Average Life to Maturity of any New Extended Term Loans and of any New Extended Revolving Commitments shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term applicable Loans from which they were converted; and/or Commitments extended thereby, (v) subject to clauses (iii) and (iv) above, any New Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such any New Extended Term Loans; (vi) any Extended Term Loans Revolving Commitments may participate on a pro rata basis or on a less than pro rata basis (Abut not on a greater than pro rata basis) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any or mandatory prepayments of Term Loans hereunder, as set forth specified in Section 2.11(b)(vi)the applicable New Extension Offer, in each case, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as and/or Commitments (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant New Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, and/or Commitments offered to be extended by the Borrower pursuant to such New Extension Offer, then the Loans or Commitments, as the case may be, and/or Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such New Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such New Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and the Administrative Agent, and (ix) the Applicable Eurocurrency Margin, Applicable Base Rate Margin and any OID applicable to any New Extended Term Loans and any New Extended Revolving Commitments will be determined by the Borrower and the lenders providing such New Extended Term Loans and/or New Extended Revolving Commitments. (b) With respect to all New Extensions consummated by the Borrower pursuant to this Section 2.15, (i) No Extension consummated in reliance on this Section 2.23 such New Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, Article IV and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no New Extension Offer is required to be in any minimum amount of $25,000,000 (or any minimum increment; such lesser amount as the Administrative Agent may agree), provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such New Extension that a minimum amount (to be determined and specified in the relevant New Extension Offer in the Borrower’s sole discretiondiscretion and which may be waived by the Borrower) of Loans or and/or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that . (c) Notwithstanding the Borrower mayforegoing provisions of this Section 2.15, in its sole discretionthe case of any New Extension of Revolving Commitments and/or Revolving Loans, waive (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant maturity date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such Minimum Extension Condition. The Administrative Agent new tranche and the Lenders hereby consent remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the maturity date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of New Extended Revolving Commitments and no repayment of New Extended Revolving Loans accompanied by a corresponding permanent reduction in New Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full), (iv) as applied to Letters of Credit and Swing Line Loans, the maturity date or commitment termination date with respect to the transactions contemplated by this Section 2.23 Revolving Commitments may not be extended without the prior written consent of the Facing Agents and the Swing Line Lender, (includingv) at no time shall there be more than ten different tranches of Term Loans and three different tranches of Revolving Commitments, (vi) for the avoidance of doubt, the payment Facing Agent Sublimit and the Swing Line Lender Sublimit shall never be increased without the prior written consent of any interestthe Facing Agents and the Swing Line Lenders and (vii) in addition to the limitations imposed by the Facing Agent Sublimit and the Swing Line Lender Sublimit, fees no Letter of Credit shall be issued, and no Swing Line Loan shall be made, if there are Letters of Credit and Swing Line Loans with expiry dates and maturity later than the maturity or premium in respect termination dates of any Extended Term Loans on such terms as may be set forth in the relevant Extension OfferRevolving Commitments to which they are participated pursuant to clause (ii) and hereby waive the requirements of any provision of this Agreement clause (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Sectionc). (cd) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.15. In connection with any New Extension, the Administrative Agent shall be entitled to request such legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to the real property collateral, and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). For the avoidance of doubt, no Lender shall be under any obligation to participate in any New Extension Offer or become a New Extending Lender. (de) In connection with any New 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 regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension)procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.232.15.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding of Loans of any Class or Commitments of any Class, in each case with a like Maturity Date on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Classwith the same Maturity Date) and on the same terms to each such Lender, the Borrower is hereby permitted may from time to consummate transactions time with the consent of any individual Lender who accepts the terms contained in the relevant Extension Offer that shall have accepted such offer to extend the Maturity Date maturity date of all or a portion of such Lender’s any Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion such Loans of such Loans and/or Commitments Lender pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than the relevant Extension Offer; terms of this Agreement (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders (which amendment shall, notwithstanding any provision herein to the contrary, not require the consent of any Lender), (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class then Latest Maturity Date at the time of Term extension and the amortization schedule applicable to Loans from which they were converted; pursuant to Section 2.05 for periods prior to the Original Loan Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted; extended thereby, (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (Abut not on a greater than pro rata basis) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any or mandatory prepayments of Term Loans hereunder, as set forth specified in Section 2.11(b)(vi)the applicable Extension Offer, in each case, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Loans will be determined by the Borrower and the lenders providing such Extended Loans. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.14, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.03 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; of $25,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and may be waived by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.14. (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 regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension)procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.232.14. (e) This Section 2.14 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” ”, and each group of Loans or Commitments, as applicableLoans, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”); it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiii), (iviii) and (viv), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (CB) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to the relevant Extension Offer; provided, however, that any representations and warranties, affirmative and negative covenants (including financial covenants) and events of default applicable to such tranche of Extended Term Loans that also expressly apply to (and for the benefit of) the tranche of Loans subject to the Extension Offer and each other Class of Loans hereunder may be more favorable to the lenders of the applicable tranche of Extended Term Loans than those originally applicable to the tranche of Loans subject to the Extension Offer; (iiiii) the final maturity date Maturity Date of any Extended Term Loans may be no earlier than the Class then applicable Latest Maturity Date at the time of Term Loans from which they were convertedExtension; (iviii) 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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term then-existing Loans; (viiv) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments (but, for purposes of Term Loans as set forth in Section 2.11(a)(i) and (Bclarity, not scheduled amortization payments) in any mandatory prepayments respect of Term Loans as set forth in Section 2.11(b)(vi)the Loans, in each case, to case as specified in the extent provided in such Sectionsrelevant Extension Offer; (viiv) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viiivi) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ixvii) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (xviii) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 2.24, shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viiia)(vi) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may may, at its election election, specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.24 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.232.24. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.232.24.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any ClassLenders, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount amounts of the respective Loans or Commitments of such Classwith a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or CommitmentsLoan, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments Loan (in each case not so extended), being a “Classtranche”; it being understood that and any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reserved];no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders. (ii) except as to (A) interest rates, fees, amortization, and final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant that agrees to any an Extension with respect to such Loans (any such extended Term Loans, the “Extended Term Loans”) ), shall have substantially consistent be a Loan with the same terms (or terms not hot less favorable to existing Lenders) as the Class original Loans; provided that all repayments (except for (A) payments of Term interest at different rates on Extended Loans, (B) repayments required upon the maturity date of the non-extending Loans subject to and (C) repayments made in connection with a prepayment) of Extended Loans after the relevant applicable Extension Offer;date shall be made on a pro rata basis with all other Loans and (z) at no time shall there be Loans hereunder (including Extended Loans and any original Loans) that have more than two different maturity dates. (iii) all documentation in respect of such Extension shall be consistent with the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted;foregoing and (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing.satisfied. 43 48429166.1 (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.9 or 2.13 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 Borrower shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of consummating any such Extension that a minimum amount (except as provided below, to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and waivable by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower mayprovided, that, in its sole discretionany event, waive any such the Minimum Extension ConditionCondition shall require that, after giving effect to a particular Extension, a majority of the aggregate Loans outstanding shall constitute Extended Loans pursuant thereto, and such requirement may not be waived by the Borrower. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.22 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.182.9 and 2.13) or any other Loan Document Paper that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection 2.22. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations Notwithstanding anything to the contrary in respect thereof shall constitute Secured Obligations under this Agreement and Agreement, the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents Papers with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.22. (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 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 2.232.22.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, at any time after the Eleventh Amendment Effective Date, pursuant to one or more offers (each, an a “New Extension Offer”) made from time to time by the Borrower to all Lenders holding a particular Class of Loans of any Class or and/or Commitments of any Class, in each case with a like maturity date on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or and/or Commitments of such Classwith the same maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted may from time to consummate transactions time with the consent of any individual Lender who accepts the terms contained in the relevant Extension Offer to that shall have accepted such offer extend the Maturity Date maturity date of all or a portion of such Lender’s any Loans and/or Commitments (excluding, for the purposes of such Class determining the foregoing maturity date, any springing maturity dates relating to senior secured notes (except to the extent the security therefor is pari passu with the contemplated New Extended Term loans), senior unsecured notes or subordinated notes, or equivalent credit facilities) and otherwise modify the terms of all or a portion of such Loans and/or Commitments of such Lender pursuant to the terms of the relevant New Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Loans that are Term Loans) (each, an a “New Extension,” ”, and each group of Loans or Commitments, as applicable, in each case as and/or Commitments so extended, and as well as the original Loans and the original and/or Commitments (in each case not so extended), being a “Classtranche”; it being understood that any New Extended Term Loans and any New Extended Revolving Commitments and New Extended Revolving Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans and/or Commitments from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Unmatured Event of Default or Event of Default shall exist at the time the notice in respect of a New Extension Offer is delivered to the Lenders, and no Unmatured Event of Default or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any New Extension, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant New Extension Offer), the Loans and Commitments of any Lender (Ba “New Extending Lender”) terms applicable extended pursuant to such any New Extension (any Term Loans so extended, “New Extended Term Loans” and any Revolving Commitments and Revolving Loans (so extended, “New Extended Revolving Commitments” and “New Extended Revolving Loans”) shall each have the same terms as defined below) that are more favorable to the lenders or the agent tranche of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders orRevolving Commitments, as applicable, the Administrative Agent subject to such New Extension Offer (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date (in each case, as of the date of such ExtensionDate), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any New Extended Term Loans may and of any New Extended Revolving Commitments shall be no earlier than the Class then applicable Latest Maturity Date at the time of extension (excluding, for the purposes of determining the foregoing maturity dates, any springing maturity dates relating to senior secured notes (except to the extent the security therefor is pari passu with the contemplated New Extended Term Loans from which they were converted; Loans), senior unsecured notes or subordinated notes, or equivalent credit facilities) (provided that in the case of any New Extended Revolving Commitments, such final maturity shall only be required to be no earlier than the final maturity of any then outstanding Revolving Commitments or New Extended Revolving Commitments), (iv) the Weighted Average Life to Maturity of any New Extended Term Loans and of any New Extended Revolving Commitments shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term applicable Loans from which they were converted; and/or Commitments extended thereby, (v) subject to clauses (iii) and (iv) above, any New Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such any New Extended Term Loans; (vi) any Extended Term Loans Revolving Commitments may participate on a pro rata basis or on a less than pro rata basis (Abut not on a greater than pro rata basis) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any or mandatory prepayments of Term Loans hereunder, as set forth specified in Section 2.11(b)(vi)the applicable New Extension Offer, in each case, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as and/or Commitments (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant New Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, and/or Commitments offered to be extended by the Borrower pursuant to such New Extension Offer, then the Loans or Commitments, as the case may be, and/or Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such New Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such New Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and the Administrative Agent, and (ix) the Applicable Eurocurrency Margin, Applicable Base Rate Margin and any OID applicable to any New Extended Term Loans and any New Extended Revolving Commitments will be determined by the Borrower and the lenders providing such New Extended Term Loans and/or New Extended Revolving Commitments. (b) With respect to all New Extensions consummated by the Borrower pursuant to this Section 2.15, (i) No Extension consummated in reliance on this Section 2.23 such New Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, Article IV and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no New Extension Offer is required to be in any minimum amount of $25,000,000 (or any minimum increment; such lesser amount as the Administrative Agent may agree), provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such New Extension that a minimum amount (to be determined and specified in the relevant New Extension Offer in the Borrower’s sole discretiondiscretion and which may be waived by the Borrower) of Loans or and/or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that . (c) Notwithstanding the Borrower mayforegoing provisions of this Section 2.15, in its sole discretionthe case of any New Extension of Revolving Commitments and/or Revolving Loans, waive (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant maturity date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such Minimum Extension Condition. The Administrative Agent new tranche and the Lenders hereby consent remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the maturity date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of New Extended Revolving Commitments and no repayment of New Extended Revolving Loans accompanied by a corresponding permanent reduction in New Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full), (iv) as applied to Letters of Credit and Swing Line Loans, the maturity date or commitment termination date with respect to the transactions contemplated by this Section 2.23 Revolving Commitments may not be extended without the prior written consent of the Facing Agents and the Swing Line Lender, (includingv) at no time shall there be more than ten different tranches of Term Loans and three different tranches of Revolving Commitments, (vi) for the avoidance of doubt, the payment Facing Agent Sublimit and the Swing Line Lender Sublimit shall never be increased without the prior written consent of any interestthe Facing Agents and the Swing Line Lenders and (vii) in addition to the limitations imposed by the Facing Agent Sublimit and the Swing Line Lender Sublimit, fees no Letter of Credit shall be issued, and no Swing Line Loan shall be made, if there are Letters of Credit and Swing Line Loans with expiry dates and maturity later than the maturity or premium in respect termination dates of any Extended Term Loans on such terms as may be set forth in the relevant Extension OfferRevolving Commitments to which they are participated pursuant to clause (ii) and hereby waive the requirements of any provision of this Agreement clause (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Sectionc). (cd) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.15. In connection with any New Extension, the Administrative Agent shall be entitled to request such legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to the real property collateral, and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). For the avoidance of doubt, no Lender shall be under any obligation to participate in any New Extension Offer or become a New Extending Lender. (de) In connection with any New 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 regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension)procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.232.15.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding of Loans with a like Maturity Date of any Class or Commitments of any the same Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments with a like Maturity Date of such the same Class, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans or CommitmentsLoans, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable the Loans of any Term Lender that agrees to an Extension with respect to such Extended Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Loans”) shall be substantially identical to, or (taken as defined belowa whole) that are not materially more favorable to the lenders or the agent of such Extended Extending Term Loans Lenders than those contained in the Loan Documents and are then conformed (or added) applicable to the Loan Documents Loans subject to such Extension Offer (except for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendmentx) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (as in each case, as effect immediately prior to the time of the date Extension Offer or (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of such Extensionthe Lenders under any applicable existing Loans), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class then Latest Maturity Date hereunder as in effect immediately prior to the time of Term Loans from which they were converted; the Extension Offer and the Scheduled Initial Repayment for periods prior to the Initial Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted; extended thereby that do not accept such Extension Offer (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)hereunder, in each casecase as specified in the respective Extension Offer, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower, and (ix) as a condition precedent to the effectiveness of any such Extension, the Borrower shall have re-complied with the flood insurance requirements set forth in Sections 8.03(c) and 8.12(d). (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.16, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 4 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and may be waived by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.23 2.16 (including, for the avoidance of doubt, the 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 including, without limitation, Sections 2.10, 2.11 and/or 2.184 and 12.06) or any other Loan Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection 2.16. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any ExtensionExtensions, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured be Obligations under this Agreement and the other Loan Credit Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Credit Documents. The Lenders hereby irrevocably authorize the Administrative Agent and Security Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Credit Documents with the Loan Parties Borrower and any other Credit Party as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.16. (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 regarding 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 2.232.16. (e) This Section 2.16 shall supersede any provisions in Section 12.06 or 12.12 to the contrary.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any ClassLenders, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount amounts of the respective Loans or Commitments of such Classwith a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or CommitmentsLoan, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments Loan (in each case not so extended), being a “Classtranche”; it being understood that and any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reserved];no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders. (ii) except as to (A) interest rates, fees, amortization, and final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant that agrees to any an Extension with respect to such Loans (any such extended Term Loans, the “Extended Term Loans”) ), shall have substantially consistent be a Loan with the same terms (or terms not hot less favorable to existing Lenders) as the Class original Loans; provided that all repayments (except for (A) payments of Term interest at different rates on Extended Loans, (B) repayments required upon the maturity date of the non-extending Loans subject to and (C) repayments made in connection with a prepayment) of Extended Loans after the relevant applicable Extension Offer;date shall be made on a pro rata basis with all other Loans and (z) at no time shall there be Loans hereunder (including Extended Loans and any original Loans) that have more than two different maturity dates. (iii) all documentation in respect of such Extension shall be consistent with the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted;foregoing and (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoingsatisfied. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.9 or 2.13 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 Borrower shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of consummating any such Extension that a minimum amount (except as provided below, to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and waivable by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower mayprovided, that, in its sole discretionany event, waive any such the Minimum Extension ConditionCondition shall require that, after giving effect to a particular Extension, a majority of the aggregate Loans outstanding shall constitute Extended Loans pursuant thereto, and such requirement may not be waived by the Borrower. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.22 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.182.9 and 2.13) or any other Loan Document Paper that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection 2.22. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations Notwithstanding anything to the contrary in respect thereof shall constitute Secured Obligations under this Agreement and Agreement, the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents Papers with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.22. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.232.22.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding of Loans of any Class or Commitments of any Class, in each case with a like maturity date on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Classwith a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; each of the conditions set forth in Section 5(q) and (r) shall be satisfied as of the date an Extension Offer is delivered to the Lenders (with references to the Closing Date therein modified to be the date such Extension Offer is delivered), (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender that agrees to an extension with respect to such Loans extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to such Extension Offer until the relevant Extension Offer; maturity of such Loans, (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class then latest maturity date hereunder and such Extended Loans shall not amortize prior to the latest maturity date hereunder (as determined prior to the date of Term Loans from which they were converted; such Extension), (iv) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Class of Term Loans from which they were converted; extended thereby, (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)hereunder, in each casecase as specified in the respective Extension Offer, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11Sections 2.10, 2.11 or 2.17 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided provided, that (x) the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and may be waived by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that tendered and (y) no tranche of Extended Loans shall be in an amount of less than $10,000,000 (or, if less, the Borrower maythen aggregate outstanding amount of the Loans) (the “Minimum Tranche Amount”), in its sole discretion, waive any unless such Minimum Extension ConditionTranche Amount is waived by the Administrative Agent. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or 2.17 or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section). (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations of any Loan Party in respect thereof shall constitute Secured be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.23Section. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage (i) that states 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), (ii) in connection with such amendments the Loan Parties shall (at their expense) deliver to the Administrative Agent a date-down endorsement or equivalent document to the title insurance policy covering the Mortgages that are being amended and (iii) if requested by the Administrative Agent, an opinion of local counsel in each jurisdiction in which a Mortgage is being amended. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 (including 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 2.23Section.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding of Loans of any Class or Commitments of any Class, in each case with a like Maturity Date on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Classwith the same Maturity Date) and on the same terms to each such Lender, the Borrower is hereby permitted may from time to consummate transactions time with the consent of any individual Lender who accepts the terms contained in the relevant Extension Offer to that shall have accepted such offer extend the Maturity Date maturity date of all or a portion of such Lender’s any Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion such Loans of such Loans and/or Commitments Lender pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Loans) (each, an “Extension,” ”, and each group of Loans or Commitments, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), the Loans of any Lender (Ban “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms applicable as the tranche of Loans subject to such Extended Term Loans Extension Offer (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents except for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date (in each case, as of the date of such ExtensionDate), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class then Latest Maturity Date at the time of Term extension and the amortization schedule applicable to Loans from which they were converted; pursuant to Section 2.05 for periods prior to the Original Loan Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted; extended thereby, (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (Abut not on a greater than pro rata basis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any or mandatory prepayments of Term Loans hereunder, as set forth specified in Section 2.11(b)(vi)the applicable Extension Offer, in each case, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Loans will be determined by the Borrower and the lenders providing such Extended Loans. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.14, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.03 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; of $25,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and may be waived by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.14. (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 regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension)procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.232.14. (e) This Section 2.14 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Extensions of Loans. (a) Notwithstanding anything The Borrower may, by written notice to the contrary in this AgreementAdministrative Agent from time to time, pursuant to one or more offers request an extension (each, an “Extension”) of the maturity date of any Class of Revolving Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days after the date of such Extension notice (or such shorter period as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments to which such Extension relates. Each Revolving Lender of the applicable Class of Revolving Commitments shall be offered (an “Extension Offer”) made from time an opportunity to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, participate in each case such Extension on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to and conditions as each such Lender, the Borrower is hereby permitted to consummate transactions with any individual other Revolving Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate procedures established by, or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicablereasonably acceptable to, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted; (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if Borrower. If the aggregate principal amount of Loans or Commitments, as the case may be, Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, Revolving Commitments subject to the Extension Offer as set forth in the case may be, offered to be extended by the Borrower pursuant to such Extension Offernotice, then the Loans or Commitments, as Revolving Commitments of Revolving Lenders of the case may be, of such Lenders applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) No Extension consummated in reliance on this Section 2.23 no Event of Default shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) each of the scheduled amortization payments (insofar as such schedule affects payments due representations and warranties made by any Loan Party in or pursuant to Lenders participating in the relevant Class) set forth in Section 2.10 Loan Documents shall be adjusted true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of the date of such Extension (except to give effect to any Extension the extent made as of any Class a specific date, in which case such representation and warranty shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of Loans and/or Commitments such specific date), and (iii) the Issuing Lenders shall have consented to such Extension of the Revolving Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit at any time during the extended period. (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Revolving Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Revolving Commitment shall be no earlier than the Revolving Termination Date, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Commitments, (iii) the Extended Revolving Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and any existing Term Loans and the borrower and guarantors of the Extended Revolving Commitments shall be the same as the Borrower and Guarantors with respect to the existing Revolving Loans, (iv) the interest rate margin, rate floors, fees, OID and premium applicable to any Extended Revolving Commitment (and the Extended Revolving Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the other Revolving Commitments (other than upon the maturity of the non-extended Revolving Loans and Revolving Commitments) and (vi) the terms of the Extended Revolving Commitments shall be substantially identical to the terms set forth herein (except as set forth in clause clauses (a)(viiii) through (v) above). (d) In connection with any Extension, no 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”) Borrower, the Administrative Agent and each applicable extending Revolving Lender shall execute and deliver to the consummation of any Administrative Agent an Extension that a minimum amount (Amendment and such other documentation as the Administrative Agent shall reasonably specify to be specified in evidence the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension ConditionExtension. The Administrative Agent and the Lenders hereby consent shall promptly notify each Lender as to the transactions contemplated by this Section 2.23 (includingeffectiveness of each Extension. Any Extension Amendment may, for without the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent shall be required other Lender, effect such amendments to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary or appropriate, in order the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Revolving Commitments as a new Classes Class or sub-Classes in respect tranche of Loans or Commitments so extended Revolving Commitments, and such other 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 Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or sub-Classestranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case case, on terms consistent with this Section 2.232.16. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.23.

Extensions of Loans. (a) Notwithstanding anything Borrower may from time to time, pursuant to the contrary in provisions of this AgreementSection 2.25, agree with one or more Lenders holding Loans and Commitments of any Class to extend the maturity date and to provide for other terms consistent with this Section 2.25 (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of under any Class or Commitments of any Classthat is proposed to be extended under this Section 2.25, in each case on a pro rata basis within such Class (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Loans or Commitments of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to the applicable Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended, which notification will set forth (x) the requested new maturity date for the extended Loans of each such Class (each, an “Extended Maturity Date”) and (y) the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the applicable Administrative Agent with a written notice thereof in a form reasonably satisfactory to such Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Borrower is hereby permitted applicable Administrative Agent to consummate transactions with accomplish the purposes of this Section 2.25. (b) After giving effect to any individual Lender who accepts Extension, the terms contained Term Loans or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension and shall be a new Class hereunder; provided that at no time shall there be more than three (3) different Classes of Term Loans and three (3) different classes of Revolving Commitments; provided further, that, in the case of any Extension Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Extension Offer Maturity Date, (ii) the allocation of the participation exposure with respect to extend any then-existing or subsequently issued or made Letter of Credit or Bank Guarantee as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of Revolving Loans thereunder accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the existing Revolving Loans and Existing Revolving Commitments (or all or a portion of such Lender’s Loans and/or Existing Revolving Commitments of such Class and related existing Revolving Loans shall have otherwise modify been terminated and repaid in full) and (iv) with respect to Letters of Credit and Bank Guarantees, the terms Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of all the Issuing Bank. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (c) The consummation and effectiveness of each Extension shall be subject to the following: (i) no Default or a portion Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Loans and/or Commitments pursuant to Extension; (ii) the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Term Loans or Revolving Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loansas applicable, the “Extended Term Loans” or “Extended Revolving Commitments”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class of Term Loans or Revolving Commitments, as applicable, subject to the relevant related Extension Offer; Amendment (iiias applicable, “Existing Term Loans” or “Existing Revolving Commitments”); except (A) the final maturity date of any Extended Term Loans may or Extended Revolving Commitments of a Class to be no earlier extended pursuant to an Extension shall be later than the Class Latest Maturity Date at the time of Term Loans from which they were converted; (iv) such Extension, and the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Class of Existing Term Loans from which they were converted; (v) or Existing Revolving Commitments, as applicable, subject to clauses the Latest Maturity Date at the time of such Extension; (iiiB) the all-in pricing (including, without limitation, margins, fees and (ivpremiums) above, any with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, may otherwise have an amortization schedule as determined by be higher or lower than the Borrower all-in pricing (including, without limitation, margins, fees and premiums) for the Lenders providing such Extended Term Loans; (vi) any Extended Existing Term Loans or Existing Revolving Commitments, as applicable; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of recordExtension Amendment; (D) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the payment of any interest, fees or premium in respect repayment of any Extended Term Loans on or Extended Revolving Commitments, as applicable, shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full); (E) the Extended Term Loans and/or Extended Revolving Commitments may contain a “most favored nation” provision for the benefit of Lenders holding Extended Term Loans or Extended Revolving Commitments, as applicable; and (F) the other terms and conditions applicable to Extended Term Loans and/or Extended Revolving Commitments may be terms different than those with respect to the Existing Term Loans or Existing Revolving Commitments, as applicable, so long as such terms as may be set forth in and conditions only apply after the relevant Latest Maturity Date; provided further, each Extension Offer) and hereby waive Amendment may, without the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing applicable extending Lenders, effect such amendments to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Credit Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments so extended and such technical amendments as may be necessary or appropriate appropriate, in the reasonable opinion of the applicable Administrative Agent and Borrower, to give effect to the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 provisions of this Section 2.23.2.25, including any amendments necessary to treat the applicable Loans and/or Commitments of the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided, however, no Extension Amendment may provide for any Class of Extended Term Loans or Extended Revolving Commitments to be secured by any Collateral or other assets of any Credit Party that does not also secure the Existing Term Loans or Existing Revolving Commitments;

Extensions of Loans. (a) Notwithstanding anything The Borrower may from time to time, pursuant to the contrary in provisions of this AgreementSection 2.14, agree with one or more Lenders holding Loans and Commitments of any Class to extend the maturity date and to provide for other terms consistent with this Section 2.14 (each such modification, an “Extension”) pursuant to one or more written offers (each, each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Classthat is proposed to be extended under this Section 2.14, in each case on a pro rata basis within such Class (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Loans or Commitments of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended, of the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, the Borrower is hereby permitted shall agree to consummate transactions with such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.14. (b) After giving effect to any individual Lender who accepts Extension, the terms contained Term Loans or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension and shall be a new Class hereunder; provided that at no time shall there be more than two different Classes of Revolving Commitments and two different Classes of Term Loans; provided further, that, in the case of any Extension Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Extension Offer Revolving Maturity Date, (ii) the allocation of the participation exposure with respect to extend any then-existing or subsequently issued or made Letter of Credit, Bankers’ Acceptance or Swing Line Loan as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Revolving Maturity Date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the existing Revolving Loans and Existing Revolving Commitments (or all or a portion of such Lender’s Loans and/or Existing Revolving Commitments of such Class and related existing Revolving Loans shall have otherwise modify been terminated and repaid in full) and (iv) with respect to Letters of Credit, Bankers’ Acceptances and Swing Line Loans, the terms of all or a portion of such Loans and/or Commitments pursuant Revolving Maturity Date with respect to the terms Revolving Commitments may not be extended without the prior written consent of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, Primary L/C Issuer and the original Loans and Swing Line Lender. If the original Total Revolving Outstandings exceeds the Aggregate Revolving Commitments (then in each case not so extended), being effect as a “Class”; it being understood that result of the occurrence of the Revolving Maturity Date with respect to any Extended Term Loans shall constitute a separate Class of Loans from the Revolving Commitments while an extended Class of Loans from which they were convertedRevolving Commitments remains outstanding, so long the Borrower shall make such payments as are necessary in order to eliminate such excess on such Revolving Maturity Date. (c) The consummation and effectiveness of each Extension shall be subject to the following terms are satisfiedfollowing: (i) [Reserved]no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans or the Revolving Commitments of any Lender extended pursuant to any Extension (any such extended Term Loansas applicable, the “Extended Term Loans” or “Extended Revolving Commitments”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class of Term Loans or the Revolving Commitments subject to the relevant related Extension Offer; Amendment (iii(as applicable, “Existing Term Loans” or “Existing Revolving Commitments”); except (A) the final maturity date of any Extended Term Loans may or Extended Revolving Commitments of a Class to be no earlier extended pursuant to an Extension shall be later than the Class Latest Maturity Date at the time of Term Loans from which they were converted; (iv) such Extension, and the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Class of Existing Term Loans from which they were converted; (v) or Existing Revolving Commitments, as applicable, subject to clauses the Latest Maturity Date at the time of such Extension; (iiiB) the all-in pricing (including margins, fees and (ivpremiums) above, any with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, may otherwise have an amortization schedule as determined by be higher or lower than the Borrower all-in pricing (including margins, fees and premiums) for the Lenders providing such Extended Term Loans; (vi) any Extended Existing Term Loans or Existing Revolving Commitments, as applicable; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of recordExtension Amendment; (D) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the payment of any interest, fees or premium in respect reduction of any Extended Term Loans on or Extended Revolving Commitments, as applicable, or repayment of related Loans shall be permitted unless such reduction or repayment is accompanied by an at least pro rata reduction or repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full); (E) the Extended Term Loans and/or Extended Revolving Commitments may contain a “most favored nation” provision for the benefit of Lenders holding Extended Term Loans or Extended Revolving Commitments; and (F) the other terms and conditions applicable to Extended Term Loans and/or Extended Revolving Commitments may be terms different than those with respect to the Existing Term Loans or Existing Revolving Commitments, as applicable, so long as such terms as may be set forth in and conditions only apply after the relevant Latest Maturity Date; provided further, each Extension Offer) and hereby waive Amendment may, without the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing applicable extending Lenders, effect such amendments to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments so extended and such technical amendments as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent Agent, the Primary L/C Issuer and the Borrower in connection with Swing Line Lender and the establishment of such new Classes or sub-ClassesBorrower, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, to give effect to the Borrower shall provide the Administrative Agent at least five 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 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 provisions of this Section 2.23.2.14, including any amendments necessary to treat the applicable Revolving Commitments of the extending Lenders as a new “Class” of commitments hereunder; provided however, no Extension Amendment may provide for any Class of Extended Term Loans or Extended Revolving Commitments to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Term Loans or Existing Revolving Commitments;

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” ”, and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”); it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (CB) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to the relevant Extension Offer; provided, however, that any representations and warranties, affirmative and negative covenants (including financial covenants) and events of default applicable to such tranche of Extended Term Loans that also expressly apply to (and for the benefit of) the tranche of Term Loans subject to the Extension Offer and each other Class of Term Loans hereunder may be more favorable to the lenders of the applicable tranche of Extended Term Loans than those originally applicable to the tranche of Term Loans subject to the Extension Offer; (iiiii) the final maturity date Maturity Date of any Extended Term Loans may be no earlier than the Class then applicable Latest Maturity Date at the time of Term Loans from which they were convertedExtension; (iviii) 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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended then-existing Term Loans; (viiv) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments (but, for purposes of Term Loans as set forth in Section 2.11(a)(i) and (Bclarity, not scheduled amortization payments) in any mandatory prepayments respect of the Term Loans as set forth in Section 2.11(b)(vi)Loans, in each case, to case as specified in the extent provided in such Sectionsrelevant Extension Offer; (viiv) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viiivi) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ixvii) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (xviii) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 2.20, shall constitute a voluntary or mandatory prepayment for purposes of Section 2.112.08, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 2.07 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viiia)(vi) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may may, at its election election, specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the relevant Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.20 (including, for the avoidance of doubt, the 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 Sections 2.102.07, 2.11 and/or 2.182.08 or 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.232.20. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.232.20.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case Term Loans on a pro rata basis within such (based, in the case of an offer to the Lenders under any Class (based of Term Loans, on the aggregate outstanding principal amount of the respective Term Loans or Commitments of such Class) ), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained Lenders, each acting in the relevant Extension Offer its sole and individual discretion, that agree to such transactions from time to time to extend the Maturity Date of all or a portion maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of all or a portion such Lender’s Loans of such Loans and/or Commitments Class pursuant to the terms of the relevant Pro Rata Extension Offer (including by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (eachan “Extending Lender”) will be established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extension,” Extended Term Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made, which shall be a date not earlier than five (5) Business Days after the date on which the Pro Rata Extension Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). (b) The Borrower and each group of Loans or Commitments, Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as applicable, in each case as so extended, and the original Loans and Administrative Agent shall reasonably specify to evidence the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans of such Extending Lender. Each Extension Amendment shall constitute a separate Class specify the terms of Loans from the Class of Loans from which they were convertedapplicable Extended Term Loans; provided, so long as the following terms are satisfied: that (i) [Reserved]; (ii) except as to (A) interest rates, feesfees and any other pricing terms, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments and covenants and other provisions applicable only to the period after the maturity date of the existing Class of Term Loans from which such Extended Term Loans are extended (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Pro Rata Extension Offer), (B) terms applicable to such the Extended Term Loans shall, subject to clauses (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendmentii) and (Ciii) any covenants or other provisions applicable only to periods after of this proviso, have (x) the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent same terms (or terms not less favorable to existing Lenders) as the existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to the relevant Extension Offer; Administrative Agent, (iiiii) the final maturity date of any Extended Term Loans may shall be no earlier than the maturity date of the Class of Term Loans from to which they were converted; such offer relates, (iviii) 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 Class of Term Loans from to which they were converted; (v) subject to clauses (iii) such offer relates, and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not a greater than pro rata basis) than the Term Loans in any voluntary prepayments mandatory prepayment hereunder. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi2.17), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer Extended Term Loan is required to be in any minimum amount or any minimum increment; provided that the Borrower , (ii) any Extending Lender may at extend all or any portion of its election specify as a condition Term Loans pursuant to one or more Pro Rata Extension Offers (a “Minimum Extension Condition”) subject to the consummation of any Extension that a minimum amount (to be specified applicable proration in the relevant Extension Offer in case of over participation) (including the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the payment of any interest, fees or premium in respect extension of any Extended Term Loans on such terms as may Loan), (iii) there shall be set forth in the relevant no condition to any Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18) Loan at any time or any from time to time other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or than notice to the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more and the terms of its Loans and/or Commitments of any Class the Extended Term Loan implemented thereby, (or a portion thereof). All iv) all Extended Term Loans and all obligations in respect thereof shall constitute Secured be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by the Collateral rank equally and guaranteed on a pari passu basis ratably in right of security with all other applicable Secured Obligations under this Agreement of the Class being extended and (v) there shall be no borrower (other than the Borrower) and no guarantors (other Loan Documents. The Lenders hereby irrevocably authorize than the Subsidiary Guarantors) in respect of any such Extended Term Loans. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to enter into making any Pro Rata Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order Offer to establish new Classes or sub-Classes in reasonable procedures with respect of Loans or Commitments so extended and to mechanical provisions relating to 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereofincluding, and shall agree to such procedures (including regarding without limitation, 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 2.23adjustments.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any ClassLenders, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount amounts of the respective Loans or Commitments of such Classwith a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or CommitmentsLoan, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments Loan (in each case not so extended), being a “Classtranche”; it being understood that and any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reserved];no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders. (ii) except as to (A) interest rates, fees, amortization, and final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant that agrees to any an Extension with respect to such Loans (any such extended Term Loans, the “Extended Term Loans”) ), shall have substantially consistent be a Loan with the same terms (or terms not hot less favorable to existing Lenders) as the Class original Loans; provided that all repayments (except for (A) payments of Term interest at different rates on Extended Loans, (B) repayments required upon the maturity date of the non-extending Loans subject to and (C) repayments made in connection with a prepayment) of Extended Loans after the relevant applicable Extension Offer;date shall be made on a pro rata basis with all other Loans and (z) at no time shall there be Loans hereunder (including Extended Loans and any original Loans) that have more than two different maturity dates. (iii) the final maturity date all documentation in respect of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted; (iv) the Weighted Average Life to Maturity of any Extended Term Loans such Extension shall be no shorter than consistent with the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted; (v) subject to clauses (iii) foregoing and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoingsatisfied. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.9 or 2.13 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 Borrower shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of consummating any such Extension that a minimum amount (except as provided below, to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and waivable by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower mayprovided, that, in its sole discretionany event, waive any such the Minimum Extension ConditionCondition shall require that, after giving effect to a particular Extension, a majority of the aggregate Loans outstanding shall constitute Extended Loans pursuant thereto, and such requirement may not be waived by the Borrower. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.22 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.182.9 and 2.13) or any other Loan Document Paper that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection 2.22. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations Notwithstanding anything to the contrary in respect thereof shall constitute Secured Obligations under this Agreement and Agreement, the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents Papers with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.22. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.232.22.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class with a like maturity date or Commitments of any Classcommitments with a like maturity date, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments commitments of such ClassClass with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class commitments and otherwise modify the terms of all or a portion of such Loans and/or Commitments commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans or Commitmentscommitments, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reservedreserved]; (ii) [reserved]; (iii) except as to (Ax) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiiv), (iv) and (v), (vi) and (x) be determined by the Borrower and any Lender who that agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (Cy) any covenants or other provisions applicable only to periods after the Latest Term Loan Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to such Extension Offer; provided, however, that with respect to representations and warranties, affirmative and negative covenants (including financial covenants) and events of default to be applicable to any such tranche of Extended Term Loans, such provisions may be more favorable to the lenders of the applicable tranche of Extended Term Loans than those originally applicable to the tranche of Term Loans subject to the relevant Extension Offer, so long as (and only so long as) such provisions also expressly apply to (and for the benefit of) the tranche of Term Loans subject to the Extension Offer and each other Class of Term Loans hereunder; (iiiiv) the final maturity date of any Extended Term Loans may shall be no earlier than the Class Term Loan Maturity Date at the time of Term Loans from which they were convertedExtension; (ivv) 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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, or any other Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loansextended thereby; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments (but, for purposes of clarity, not scheduled amortization payments) in respect of the Term Loans as set forth in Section 2.11(a)(i) (and (B) in any mandatory prepayments of Additional Term Loans as set forth in Section 2.11(b)(vithen subject to ratable repayment requirements), in each case, to case as specified in the extent provided in such Sectionsrespective Extension Offer; (vii) if the aggregate principal amount of Loans or Commitmentscommitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitmentscommitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitmentscommitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must Extensions shall be in a minimum amount of $5,000,000;, (ix) any applicable Minimum Extension Condition must shall be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments for purposes of Section 2.112.10, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments [reserved] and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and which may be waived by the Borrower) of Loans or Commitments commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.22 (including, for the avoidance of doubt, the 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 Sections 2.102.09, 2.11 and/or 2.182.10 or 2.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of commitments under any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute be Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.22. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five ten 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 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 2.232.22.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the such Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the any Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” ”, and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the relevant Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (CB) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to the relevant Extension Offer; provided, however, that any representations and warranties, affirmative and negative covenants (including financial covenants) and events of default applicable to such tranche of Extended Term Loans that also expressly apply to (and for the benefit of) the tranche of Loans subject to the Extension Offer and each other Class of Loans hereunder may be more favorable to the lenders of the applicable tranche of Extended Term Loans than those originally applicable to the tranche of Loans subject to the Extension Offer; (iii) the final maturity date Maturity Date of any Extended Term Loans may be no earlier than the Class then applicable Latest Maturity Date at the time of Term Loans from which they were convertedExtension; (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 Class of Term Loans from which they were convertedany then-existing Loans; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments (but, for purposes of Term Loans as set forth in Section 2.11(a)(i) and (Bclarity, not scheduled amortization payments) in any mandatory prepayments respect of Term Loans as set forth in Section 2.11(b)(vi)the Loans, in each case, to case as specified in the extent provided in such Sectionsrelevant Extension Offer; (viivi) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the relevant Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ixviii) any applicable Minimum Extension Condition must be satisfied or waived by the relevant Borrower; and (xix) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, 2.11 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viiia)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the relevant Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the relevant Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the relevant Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the relevant Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the relevant Borrower shall provide the Administrative Agent at least five 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 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 2.23.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding of Loans of any Class or Commitments of any Classwith the same maturity date, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Classwith the same maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans or Commitments, as applicableLoans, in each case as so extended, and as well as the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to pricing (A) interest ratesrate, fees, funding discounts and prepayment premiums), amortization, final maturity date, premiumsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender that agrees to an Extension with respect to such Loans (an “Extending Term Lender”) extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the relevant Extension Offer; then Latest Maturity Date of the Loans), (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class of Term Loans from which they were converted; then Latest Maturity Date, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter less than 91 days longer than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted; Facility extended thereby, (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)hereunder, in each casecase as specified in the respective Extension Offer, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (vii) all documentation in respect of such Extension shall be consistent with the foregoing and (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must shall be satisfied or unless waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.18 and (ii) each Extension Offer shall specify the scheduled amortization payments (insofar as such schedule affects payments due minimum amount of Loans to Lenders participating in the relevant Class) set forth in Section 2.10 be tendered, which shall be adjusted with respect to give effect to any Extension Loans of any Class a Facility an integral multiple of Loans and/or Commitments $1,000,000 and an aggregate principal amount that is not less than $100,000,000 (iiior if less, the remaining outstanding principal amount thereof) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any or such lesser minimum amount or any minimum increment; provided that reasonably approved by the Borrower may at its election specify as a condition Administrative Agent) (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.18 (including, for the avoidance of doubt, the 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) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and hereby waive the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18Section 2.12) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection shall not apply to any of the transactions effected pursuant to this Section 2.18. (c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents (an “Extension Amendment”) with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.23Section. Without limiting the foregoing, in connection with any Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage (i) that has stated within it a maturity date prior to the then Latest Maturity Date so that such stated 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), or (ii) covers property in a state where local counsel to the Administrative Agent has advised that because of the establishment of such tranches or sub-tranches and/or the extension of such maturity date, such Mortgage should be amended in the manner specified by such local counsel. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including including, 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 2.232.18.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding whose Loans of any Class or Commitments of any Classhave a like maturity date, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such ClassAggregate Outstandings with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class Loans, and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfiedsatisfied or waived in accordance with Section 9.02: (i) [Reserved]; (ii) except as to (A) amortization payments, interest ratesmargins, rate floors, upfront fees, amortizationfunding discounts, original issue discounts and premiums and final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended that agrees to extend such Loans pursuant to any an Extension Offer (any such extended Term Loans, the an “Extended Term LoansLoan”) ), shall have substantially consistent be Loans with the same terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject original Loans; provided that the Extended Loan may provide for other covenants and terms that apply to any period after the latest maturity date then in effect with respect to the relevant Extension OfferLoans (and may add a financial maintenance covenant prior to the latest maturity date then in effect with respect to the Loans if such financial maintenance covenant is applicable to both the Loans and the Extended Loan); and provided further that at no time shall there be Loans hereunder (including Extended Loans and any original Loans) which have more than three different maturity dates; (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted; (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (viiii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which those Lenders who shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, Loan offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders Lenders, as the case may be, have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (xiii) any all documentation in respect of any such Extension shall be consistent with the foregoing. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.13, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.06 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and may be waived by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.13 (including, for the avoidance of doubt, the 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 Sections 2.06 and 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection 2.13. (c) No consent of any Lender or the Administrative Agent consents shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof) and (ii) the consent of the Administrative Agent (as set forth in clause (a) above). All Extended Term Loans and all obligations in respect thereof shall constitute Secured be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary or advisable in order to establish new Classes or sub-Classes tranches in respect of Loans or Commitments 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 Classes or sub-Classestranches, in each case on terms consistent with this Section 2.232.15. All such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. (d) In connection with any ExtensionExtension Offer, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative AgentAgent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures (including those 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 2.232.13.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding of Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted may from time to consummate transactions time with the consent of any individual Lender who accepts the terms contained in the relevant Extension Offer to that shall have accepted such offer extend the Maturity Date maturity date of all or a portion of such Lender’s any Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion such Loans of such Loans and/or Commitments Lender pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), the Loans of any Lender (Ban “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms applicable as the Class of Loans subject to such Extended Term Loans Extension Offer (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents except for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date (in each case, as of the date of such ExtensionDate), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the final maturity date of the Class of Term Loans from which they were converted; subject to such Extension Offer and the amortization schedule applicable to Loans pursuant to Section 2.05 for periods prior to such final maturity date of the Class of Loans subject to such Extension Offer may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted; extended thereby, (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (Abut not on a greater than pro rata basis) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any or mandatory prepayments of Term Loans hereunder, as set forth specified in Section 2.11(b)(vi)the applicable Extension Offer, in each case, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension OfferOf- fer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Loans will be determined by the Borrower and the lenders providing such Extended Loans. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.14, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.03 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; of $25,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and may be waived by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches Classes be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes Class or sub-Classes, in each case on terms consistent with this Section 2.232.14. (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 regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension)procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.232.14. (e) This Section 2.14 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Term Loans of any Class with the same scheduled Maturity Date or all Lenders with Revolving Credit Commitments of any Classwith the same scheduled Maturity Date, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the such respective Term Loans or Commitments amounts of such ClassRevolving Credit Commitments, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant any such Extension Offer to extend the scheduled Maturity Date of all or a portion of each such Lender’s Term Loans and/or Commitments of such Class and Revolving Credit Commitments, and, subject to the terms hereof, otherwise modify the terms of all or a portion of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or and/or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Term Loans) (each, an “Extension,” ”, and each such group of Loans or extended Term Loans, and/or Revolving Credit Commitments, as applicable, in each case as so extended, and as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reserved]except as to interest rates, fees and final commitment termination date (which shall be determined by the Borrower and set forth in the relevant Extension Offer, subject to acceptance by the Extended Revolving Credit Lenders), the Revolving Credit Commitment of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment (an “Extended Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to existing Lenders) as the original Revolving Credit Commitments (and related outstandings); provided that (1) the borrowing and payments (except for (A) payments of interest and/or fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the scheduled Revolving Credit Maturity Date of the non-extended tranche of Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Revolving Credit Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the aggregate Revolving Credit Commitments, in each case giving effect to any Extended Revolving Credit Commitments, (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than pro rata basis as compared to any other tranche with a later scheduled Revolving Credit Maturity Date than such tranche, (4) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to the other tranches of Revolving Credit Commitments and Revolving Credit Loans and (5) at no time shall there be Revolving Credit Commitments (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three (3) different scheduled Maturity Dates; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer, subject to acceptance by the Extended Term Loan Lenders), (B) terms applicable the Term Loans of any Lender that agrees to an Extension with respect to such Term Loans owed to it (an “Extended Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have substantially similar terms as the tranche of Term Loans subject to such Extension Offer, or (taken as defined belowa whole) that are no more favorable to the lenders Lenders providing the Loans that are being extended or the agent of such Extended Term Loans replaced (in each case, other than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions terms applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender that are not being extended) to those applicable to the existing tranche from which they are to be extended pursuant to any Extension (any unless such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject are concurrently amended to the relevant Extension Offerinclude such terms; (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted; (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.23.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any ClassLenders, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount amounts of the respective Loans or Commitments of such Classwith a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” ”, and each group of Loans or CommitmentsLoan, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments Loan (in each case not so extended), being a “Classtranche”; it being understood that and any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reserved];no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to (A) interest rates, fees, amortization, and final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant that agrees to any an Extension with respect to such Loans (any such extended Term Loans, the “Extended Term Loans”) ), shall have substantially consistent be a Loan with the same terms (or terms not less favorable to existing Lenders) as the Class original Loans; provided that (x) all repayments (except for (A) payments of Term interest at different rates on Extended Loans, (B) repayments required upon the maturity date of the non-extending Loans subject to and (C) repayments made in connection with a prepayment) of Extended Loans after the relevant applicable Extension Offer;date shall be made on a pro rata basis with all other Loans and (zy) at no time shall there be Loans hereunder (including Extended Loans and any original Loans) that have more than two different maturity dates, (iii) all documentation in respect of such Extension shall be consistent with the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted;foregoing and (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoingsatisfied. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11Sections 2.9, or 2.13 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 Borrower shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of consummating any such Extension that a minimum amount (except as provided below, to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and waivable by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood provided, that in any event, the Borrower may, in its sole discretion, waive any such Minimum Extension ConditionCondition shall require that, after giving effect to a particular Extension, a majority of the aggregate Loans outstanding shall constitute Extended Loans pursuant thereto, and such requirement may not be waived by the Borrower. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.22 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.182.9 and 2.13) or any other Loan Document Paper that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection 2.22. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations Notwithstanding anything to the contrary in respect thereof shall constitute Secured Obligations under this Agreement and Agreement, the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents Papers with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.22. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.232.22.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding of Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted may from time to consummate transactions time with the consent of any individual Lender who accepts the terms contained in the relevant Extension Offer to that shall have accepted such offer extend the Maturity Date maturity date of all or a portion of such Lender’s any Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion such Loans of such Loans and/or Commitments Lender pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), the Loans of any Lender (Ban “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms applicable as the Class of Loans subject to such Extended Term Loans Extension Offer (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents except for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date (in each case, as of the date of such ExtensionDate), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the final maturity date of the Class of Term Loans from which they were converted; subject to such Extension Offer and the amortization schedule applicable to Loans pursuant to Section 2.05 for periods prior to such final maturity date of the Class of Loans subject to such Extension Offer may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted; extended thereby, (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (Abut not on a greater than pro rata basis) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any or mandatory prepayments of Term Loans hereunder, as set forth specified in Section 2.11(b)(vi)the applicable Extension Offer, in each case, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Loans will be determined by the Borrower and the lenders providing such Extended Loans. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.14, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.03 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; of $25,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and may be waived by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches Classes be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes Class or sub-Classes, in each case on terms consistent with this Section 2.232.14. (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 regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension)procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.232.14. (e) This Section 2.14 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” ”, and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”); it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (CB) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to the relevant Extension Offer; provided, however, that any representations and warranties, affirmative and negative covenants (including financial covenants) and events of default applicable to such tranche of Extended Term Loans that also expressly apply to (and for the benefit of) the tranche of Term Loans subject to the Extension Offer and each other Class of Term Loans hereunder may be more favorable to the lenders of the applicable tranche of Extended Term Loans than those originally applicable to the tranche of Term Loans subject to the Extension Offer; (iiiii) the final maturity date Maturity Date of any Extended Term Loans may be no earlier than the Class then applicable Latest Maturity Date at the time of Term Loans from which they were convertedExtension; (iviii) 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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended then-existing Term Loans; (viiv) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments (but, for purposes of Term Loans as set forth in Section 2.11(a)(i) and (Bclarity, not scheduled amortization payments) in any mandatory prepayments respect of the Term Loans as set forth in Section 2.11(b)(vi)Loans, in each case, to case as specified in the extent provided in such Sectionsrelevant Extension Offer; (viiv) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viiivi) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ixvii) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (xviii) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 2.20, shall constitute a voluntary or mandatory prepayment for purposes of Section 2.112.08, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 2.07 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viiia)(vi) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may may, at its election election, specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the relevant Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.20 (including, for the avoidance of doubt, the 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 Sections 2.102.07, 2.11 and/or 2.182.08 or 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.232.20. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.232.20.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant Extension Offers. Pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or and/or Commitments of any Class, in each case on a pro rata basis within such particular Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lenderwith a like Maturity Date, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to may extend the such Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant set forth in an Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group ”). Each Extension Offer will specify the minimum amount of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original and/or Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from with respect to which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension Offer may be accepted, which (x) with respect to Loans and/or Commitments denominated in Dollars, will be an integral multiple of its Term $1,000,000 and an aggregate principal amount that is not less than $5,000,000, or (y) with respect to Loans and set forth and/or Commitments denominated in the relevant Extension Offer)any Alternative Currency, (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit will be an integral multiple of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) Dollar Amount of $1,000,000 and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms an aggregate principal amount that is not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class Dollar Amount of Term Loans from which they were converted; (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)$5,000,000 or, in each case, to the extent provided in such Sections; if less, (viii) if the aggregate principal amount of such Class of Loans outstanding or Commitments(ii) such lesser minimum amount as is approved by the Administrative Agent, as such consent not to be unreasonably withheld, conditioned or delayed. Extension Offers will be made on a pro rata basis to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date. If the case may be, aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) and/or Commitments in respect of which Lenders have accepted the relevant an Extension Offer exceed exceeds the maximum aggregate principal amount of Loans or Commitments, as the case may be, and/or Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, and/or Commitments of such Lenders shall will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, . There is no requirement that any Extension must Offer or Extension Amendment (defined as follows) be in subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness, including a condition that a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.23.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Borrowers to all Lenders holding Loans of any Class or Commitments tranche of any Class, in each case Loans with a like maturity date on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such ClassLoans) and on the same terms to each such Lender, the Borrower is Borrowers are hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s relevant tranche of Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion such tranche of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”); it being understood that any Extended Term Loans (as defined below) shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted, so long as the following terms are satisfied: : (i) [Reserved]; no Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (Awhich shall be determined by the Borrowers and set forth in the relevant Extension Offer); (iii) except as to interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiiv), (ivv) and (vvi), be determined by between the Borrower Borrowers and any Lender who agrees to an Extension of its Term Loans the applicable Lenders and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender that agrees to an extension with respect to such Loans (an “Extending Lender”) extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to such Extension Offer until the relevant Extension Offer; maturity of such Term Loans, (iiiiv) the final maturity date of any Extended Term Loans may shall be no earlier than the Class of then latest maturity date hereunder and the amortization schedule applicable to Term Loans from which they were converted; pursuant to Section 2.07(a) for periods prior to the Maturity Date for Term Loans, as applicable, may not be increased, (ivv) 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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) aboveextended thereby, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)hereunder, in each casecase as specified in the respective Extension Offer, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower Borrowers pursuant to such Extension Offer, then the Loans or CommitmentsLoans, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (viii) unless all documentation in respect of such Extension shall be consistent with the Administrative Agent otherwise agreesforegoing, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must shall be satisfied or unless waived by the Borrower; and Borrowers and (x) any documentation in respect of any Extension the Minimum Tranche Amount shall be consistent with satisfied unless waived by the foregoingAdministrative Agent. (b) With respect to all Extensions consummated by the Borrowers pursuant to this subsection, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.05 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Borrower Borrowers may at its their election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s Borrowers’ sole discretiondiscretion and may be waived by the Borrowers) of Term Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that tendered and (B) no tranche of Extended Term Loans shall be in an amount of less than $10,000,000 (or, if less, the Borrower maythen aggregate outstanding amount of the Term Loans) (the “Minimum Tranche Amount”), in its sole discretion, waive any unless such Minimum Extension ConditionTranche Amount is waived by the Administrative Agent. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 subsection (including, for the avoidance of doubt, the 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 including, without limitation, Sections 2.102.05, 2.11 and/or 2.182.12, 2.13 and 10.01) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 and/or Commitments of any Class (or a portion thereof). Each Lender may, but is not obligated to, extend the maturity date of each such Lender’s Loans. All Extended Term Loans and all obligations in respect thereof shall constitute Secured be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrowers as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Borrowers in connection with the establishment of such new Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.23subsection. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent and the Collateral Agent are 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 or Collateral Agent). (d) In connection with any Extension, the Borrower Borrowers shall provide the Administrative Agent at least five 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 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 2.23Section.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reservedreserved]; (ii) except as to (A) currency, pricing (including any “MFN” or other pricing term), interest ratesrate margins, rate floors, fees, funding discounts, amortization, final maturity date, premium (including prepayment premiums), required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are are, taken as a whole, in the good faith determination of the Borrower, more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents applicable to the relevant Loans and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders in respect of such Loans or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans of the applicable Class pursuant to the applicable Extension Amendment), (C) terms, taken as a whole, that reflect then current market terms and conditions, taken as a whole, at the time of incurrence or issuance (as determined by the Borrower) and (CD) any covenants covenant or other provisions provision applicable only to periods any period after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class then applicable Latest Maturity Date at the time of Term Loans from which they were convertedExtension; (iv) the Weighted Average Life to Maturity of any Class of Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were convertedany then-existing Loans; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Class of Extended Term Loans may participate (A) in any voluntary prepayments prepayment of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments prepayment of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, 2.11 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments amendment to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.23.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Company to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower Company is hereby permitted from time to time to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended”), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as to (Ax) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii‎(iii), (iv‎(iv) and (v‎(v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans Company and set forth in the relevant Extension Offer), (By) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents on or prior to the effectiveness of such Extension for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) Amendment and (Cz) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class then applicable Latest Maturity Date at the time of Term Loans from which they were convertedextension; (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 Class of Term Loans from which they were convertedor any other Extended Term Loans extended thereby; (v) subject to clauses (iii‎(iii) and (iv‎(iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower Company and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may provide for the ability to participate (A) on a pro rata basis or non-pro rata basis in any voluntary prepayments prepayment of Term Loans as set forth in Section 2.11(a)(imade pursuant to ‎Section 2.11(a) and (B) on a pro rata or less than pro rata basis (but not on a greater than pro rata basis other than in the case of prepayment with proceeds of Indebtedness refinancing such Extended Term Loans) in any mandatory prepayments prepayment of Term Loans as set forth in Section 2.11(b)(virequired pursuant to ‎‎Section 2.11(b), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitmentscommitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer exceed exceeds the maximum aggregate principal amount of Loans or Commitmentscommitments, as the case may be, offered to be extended by the Borrower Company pursuant to such Extension Offer, then the Loans or Commitmentscommitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such held by Lenders that have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any each Extension must shall be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must shall be satisfied or waived by the BorrowerCompany; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing. (b) With respect to any Extension consummated pursuant to this ‎Section 2.23, (i) No no such Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section ‎Section 2.11, (ii) the scheduled amortization payments (insofar in so far as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section ‎‎Section 2.10 shall be adjusted to give effect to any such Extension of any the relevant Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii‎(a)‎(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may Company may, at its election election, specify as a condition (a “Minimum Extension Condition”) to the consummation of any consummating such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the BorrowerCompany’s sole discretion and which may be waived by the Company in its sole discretion) of Loans or Commitments commitments (as applicable) of any or all applicable tranches Classes be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section ‎Section 2.23 (including, for the avoidance of doubt, the any payment of any interest, fees or premium in respect of any tranche of 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 Sections 2.10‎‎2.10, 2.11 and/or 2.18‎2.11 or ‎2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of commitments under any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any such other amendments to any of this Agreement and the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Company in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section ‎Section 2.23. (d) In connection with any Extension, the Borrower Company shall provide the Administrative Agent at least five 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 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 ‎Section 2.23.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any ClassLenders, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount amounts of the respective Loans or Commitments of such Classwith a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” ”, and each group of Loans or CommitmentsLoan, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments Loan (in each case not so extended), being a “Classtranche”; it being understood that and any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reserved];no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to (A) interest rates, fees, amortization, and final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant that agrees to any an Extension with respect to such Loans (any such extended Term Loans, the “Extended Term Loans”) ), shall have substantially consistent be a Loan with the same terms (or terms not less favorable to existing Lenders) as the Class original Loans; provided that all repayments (except for (A) payments of Term interest at different rates on Extended Loans, (B) repayments required upon the maturity date of the non-extending Loans subject to and (C) repayments made in connection with a prepayment) of Extended Loans after the relevant applicable Extension Offer;date shall be made on a pro rata basis with all other Loans and (z) at no time shall there be Loans hereunder (including Extended Loans and any original Loans) that have more than two different maturity dates, (iii) all documentation in respect of such Extension shall be consistent with the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted;foregoing and (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoingsatisfied. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11Sections 2.9, or 2.13 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 Borrower shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of consummating any such Extension that a minimum amount (except as provided below, to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and waivable by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood provided, that in any event, the Borrower may, in its sole discretion, waive any such Minimum Extension ConditionCondition shall require that, after giving effect to a particular Extension, a majority of the aggregate Loans outstanding shall constitute Extended Loans pursuant thereto, and such requirement may not be waived by the Borrower. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.22 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.182.9 and 2.13) or any other Loan Document Paper that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection 2.22. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations Notwithstanding anything to the contrary in respect thereof shall constitute Secured Obligations under this Agreement and Agreement, the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents Papers with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.22. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.232.22.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.16(c) (which provisions shall not be applicable to this Section 2.20), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Borrowers to all Lenders holding Loans of any Class or Commitments of any ClassTerm Loans, in each case having a like Term Facility Maturity Date on a pro rata basis within such (based, in the case of an offer to the Lenders under any Class (based of Term Loans, on the aggregate outstanding principal amount of the respective Term Loans or Commitments of such Class) and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Borrower is Borrowers are hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer Lenders from time to time to extend the Maturity Date maturity date of all or a portion such Xxxxxx’s Loans of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Pro Rata Extension Offer (including by including, without limitation, increasing the interest rate or fees payable in respect of such Xxxxxx’s Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Xxxxxx’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrowers and any such Lender (eachan “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extension,” Extended Term Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrowers propose that the Extended Term Loan shall be made, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion (at the Direction of the Required Lenders)). (b) The Borrowers and each group of Loans or Commitments, Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as applicable, in each case as so extended, and the original Loans and Administrative Agent shall reasonably specify to evidence the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans of such Extending Lender. Each Extension Amendment shall constitute a separate Class specify the terms of Loans from the Class of Loans from which they were convertedapplicable Extended Term Loans; provided, so long as the following terms are satisfied: that (i) [Reserved]; (ii) except as to (A) interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premiums, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to immediately succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans Borrowers and set forth in the relevant Pro Rata Extension Offer), (B) terms applicable to such the Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent (x) the same terms (or terms not less favorable to existing Lenders) as the existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to the relevant Extension Offer; Administrative Agent, (iiiii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class latest Term Facility Maturity Date in effect on the date of Term Loans from which they were converted; incurrence, (iviii) 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 Class of Term Loans from to which they were converted; (v) subject to clauses (iii) such offer relates, and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not a greater than pro rata basis) in any voluntary prepayments than the Class of Term Loans as set forth in Section 2.11(a)(i) and (B) subject to the Extension in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment hereunder. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan. For purposes of this Agreement and the other Loan Documents, such Extending Lender will be deemed to have an Other Term Loan having the terms of such Extended Term Loan. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.112.20), (i) [reserved,] (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer Extended Term Loan is required to be in any minimum amount or any minimum increment; provided that the Borrower , (iii) any Extending Lender may at extend all or any portion of its election specify as a condition Term Loans pursuant to one or more Pro Rata Extension Offers (a “Minimum Extension Condition”) subject to the consummation of any Extension that a minimum amount (to be specified applicable proration in the relevant Extension Offer in case of over participation) (including the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the payment of any interest, fees or premium in respect extension of any Extended Term Loans on such terms as may Loan), (iv) there shall be set forth in the relevant no condition to any Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18) Loan at any time or any from time to time other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or than notice to the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more and the terms of its Loans and/or Commitments of any Class the Extended Term Loan implemented thereby, (or a portion thereof). All v) all Extended Term Loans and all obligations in respect thereof shall constitute Secured be Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by the Collateral rank equally and guaranteed on a pari passu basis ratably or junior in right of security with all other applicable Secured Obligations under this Agreement of the Class being extended (and, if in respect of Second-Out Term Loans, all other Obligations secured by Other First Liens) and equally or junior in right of payment with all other Obligations of the Class being extended (including as to waterfall and payment priority pursuant to an Intercreditor Agreement), and (vi) there shall be no obligor in respect of any such Extended Term Loans except (x) the borrowers shall be comprised solely of any or all of the Lux Borrower and the other Loan Documents. The Lenders hereby irrevocably authorize Co-Borrower (on a joint and several basis as provided in this Agreement) and (y) the guarantors shall constitute the Guarantors hereunder. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrowers shall cooperate with the Administrative Agent prior to enter into making any Pro Rata Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order Offer to establish new Classes or sub-Classes in reasonable procedures with respect of Loans or Commitments so extended and to mechanical provisions relating to 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereofincluding, and shall agree to such procedures (including regarding without limitation, 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 2.23adjustments.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, at any time after the Tenth Amendment Trigger Date, pursuant to one or more offers (each, an a “New Extension Offer”) made from time to time by the Borrower to all Lenders holding a particular Class of Loans of any Class or and/or Commitments of any Class, in each case with a like maturity date on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or and/or Commitments of such Classwith the same maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted may from time to consummate transactions time with the consent of any individual Lender who accepts the terms contained in the relevant Extension Offer to that shall have accepted such offer extend the Maturity Date maturity date of all or a portion of such Lender’s any Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments of such Lender pursuant to the terms of the relevant New Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Loans that are Term Loans) (each, an a “New Extension,” ”, and each group of Loans or Commitments, as applicable, in each case as and/or Commitments so extended, and as well as the original Loans and the original and/or Commitments (in each case not so extended), being a “Classtranche”; it being understood that any New Extended Term Loans and any New Extended Revolving Commitments and New Extended Revolving Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans and/or Commitments from which they were converted), so long as the following terms are satisfied: : (i) [Reserved]; no Unmatured Event of Default or Event of Default shall exist at the time the notice in respect of a New Extension Offer is delivered to the Lenders, and no Unmatured Event of Default or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any New Extension, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant New Extension Offer), the Loans and Commitments of any Lender (Ba “New Extending Lender”) terms applicable extended pursuant to such any New Extension (any Term Loans so extended, “New Extended Term Loans” and any Revolving Commitments and Revolving Loans (so extended, “New Extended Revolving Commitments” and “New Extended Revolving Loans”) shall each have the same terms as defined below) that are more favorable to the lenders or the agent tranche of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders orRevolving Commitments, as applicable, the Administrative Agent subject to such New Extension Offer (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date (in each case, as of the date of such ExtensionDate), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer; (iii) the final maturity date of any New Extended Term Loans may and of any New Extended Revolving Commitments shall be no earlier than the Class then applicable Latest Maturity Date at the time of Term Loans from which they were converted; extension (provided that in the case of any New Extended Revolving Commitments, such final maturity shall only be required to be no earlier than the final maturity of any then-outstanding Revolving Commitments or New Extended Revolving Commitments), (iv) the Weighted Average Life to Maturity of any New Extended Term Loans and of any New Extended Revolving Commitments shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term applicable Loans from which they were converted; and/or Commitments extended thereby, (v) subject to clauses (iii) and (iv) above, any New Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such any New Extended Term Loans; (vi) any Extended Term Loans Revolving Commitments may participate on a pro rata basis or on a less than pro rata basis (Abut not on a greater than pro rata basis) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any or mandatory prepayments of Term Loans hereunder, as set forth specified in Section 2.11(b)(vi)the applicable New Extension Offer, in each case, to the extent provided in such Sections; (viivi) if the aggregate principal amount of Loans or Commitments, as and/or Commitments (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant New Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, and/or Commitments offered to be extended by the Borrower pursuant to such New Extension Offer, then the Loans or Commitments, as the case may be, and/or Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such New Extension Offer; , (viiivii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such New Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and the Administrative Agent, and (ix) the Applicable Eurocurrency Margin, Applicable Base Rate Margin and any OID applicable to any New Extended Term Loans and any New Extended Revolving Commitments will be determined by the Borrower and the lenders providing such New Extended Term Loans and/or New Extended Revolving Commitments. (b) With respect to all New Extensions consummated by the Borrower pursuant to this Section 2.15, (i) No Extension consummated in reliance on this Section 2.23 such New Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, Article IV and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no New Extension Offer is required to be in any minimum amount of $25,000,000 (or any minimum increment; such lesser amount as the Administrative Agent may agree), provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such New Extension that a minimum amount (to be determined and specified in the relevant New Extension Offer in the Borrower’s sole discretiondiscretion and which may be waived by the Borrower) of Loans or and/or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that . (c) Notwithstanding the Borrower mayforegoing provisions of this Section 2.15, in its sole discretionthe case of any New Extension of Revolving Commitments and/or Revolving Loans, waive (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant maturity date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such Minimum Extension Condition. The Administrative Agent new tranche and the Lenders hereby consent remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the maturity date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of New Extended Revolving Commitments and no repayment of New Extended Revolving Loans accompanied by a corresponding permanent reduction in New Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full), (iv) as applied to Letters of Credit and Swing Line Loans, the maturity date or commitment termination date with respect to the transactions contemplated by this Section 2.23 Revolving Commitments may not be extended without the prior written consent of the Facing Agents and the Swing Line Lender, (includingv) at no time shall there be more than ten different tranches of Term Loans and three different tranches of Revolving Commitments, (vi) for the avoidance of doubt, the payment Facing Agent Sublimit and the Swing Line Lender Sublimit shall never be increased without the prior written consent of any interestthe Facing Agents and the Swing Line Lenders and (vii) in addition to the limitations imposed by the Facing Agent Sublimit and the Swing Line Lender Sublimit, fees no Letter of Credit shall be issued, and no Swing Line Loan shall be made, if there are Letters of Credit and Swing Line Loans with expiry dates and maturity later than the maturity or premium in respect termination dates of any Extended Term Loans on such terms as may be set forth in the relevant Extension OfferRevolving Commitments to which they are participated pursuant to clause (ii) and hereby waive the requirements of any provision of this Agreement clause (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Sectionc). (cd) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.232.15. In connection with any New Extension, the Administrative Agent shall be entitled to request such legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to the real property collateral, and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). For the avoidance of doubt, no Lender shall be under any obligation to participate in any New Extension Offer or become a New Extending Lender. (de) In connection with any New 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 regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension)procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes of this Section 2.232.15.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case Loans on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such the applicable Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such the applicable Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and as well as the original initial Term B Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any other then outstanding Class of Loans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: : (i) [Reserved]; no Event of Default shall have occurred and be continuing at the time the Extension Offer is delivered to the Lenders, (ii) except as to (A) interest rates, fees, amortization, amortization and final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v)clauses, be determined by between the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender that agrees to an extension with respect to such Loans extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant such Extension Offer; , other than terms which take effect after the Latest Maturity Date in effect immediately prior to such Extension, (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class of then Latest Maturity Date, (iv) the amortization schedule applicable to Extended Term Loans resulting from which they were converted; an Extension Offer with respect to the Initial Term B Loans shall not include any principal repayment on such Extended Term Loans prior to the date that such a repayment would have been made had the Initial Term B Loans not been subject to such Extension, (ivv) 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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) aboveextended thereby, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)hereunder, in each casecase as specified in the respective Extension Offer, to the extent provided in such Sections; (vii) if the aggregate principal amount of the Class of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, of such Class offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Class of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; , (viii) unless all documentation in respect of such Extension shall be consistent with the Administrative Agent otherwise agreesforegoing, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must shall be satisfied or unless waived by the Borrower; and Borrower and (x) any documentation in respect of any Extension the Minimum Tranche Amount shall be consistent with satisfied unless waived by the foregoingAgent. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, 2.5 or Section 2.13 and (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (x) the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion and waivable by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches Classes be tendered; it being understood that , and (y) no Class of Extended Term Loans shall be in an amount of less than $50,000,000 and (such amount, the Borrower may“Minimum Tranche Amount”), in its sole discretion, waive any unless such Minimum Extension ConditionTranche Amount is waived by the Agent. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 2.18 (including, for the avoidance of doubt, the payment of any interest, fees or premium in respect of any Extended Term Loans on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including including, without limitation, Sections 2.102.5, 2.11 and/or 2.182.12 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection 2.18. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrower as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.232.18. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the 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 Agent). (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 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 2.232.18.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Term Loans of any Class with the same scheduled Maturity Date or all Lenders with Revolving Credit Commitments of any Classwith the same scheduled Maturity Date, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the such respective Term Loans or Commitments amounts of such ClassRevolving Credit Commitments, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant any such Extension Offer to extend the scheduled Maturity Date of all or a portion of each such Lender’s Term Loans and/or Commitments of such Class and Revolving Credit Commitments, and, subject to the terms hereof, otherwise modify the terms of all or a portion of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or and/or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Term Loans) (each, an “Extension,” ”, and each such group of Loans or extended Term Loans, and/or Revolving Credit Commitments, as applicable, in each case as so extended, and as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reserved]except as to interest rates and fees (in either case to the extent applicable, solely after the Latest Maturity Date with respect to Revolving Credit Loans as of the date of the Extension) and final commitment termination date (which shall be determined by the Borrower and set forth in the relevant Extension Offer, subject to acceptance by the Extended Revolving Credit Lenders), the Revolving Credit Commitment of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment (an “Extended Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to existing Lenders) as the original Revolving Credit Commitments (and related outstandings); provided, that (1) the borrowing and payments (except for (A) payments of interest and/or fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the scheduled Revolving Credit Maturity Date of the non-extended tranche of Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Revolving Credit Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the aggregate Revolving Credit Commitments, in each case giving effect to any Extended Revolving Credit Commitments, (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than pro rata basis as compared to any other tranche with a later scheduled Revolving Credit Maturity Date than such tranche, (4) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to the other tranches of Revolving Credit Commitments and Revolving Credit Loans and (5) at no time shall there be Revolving Credit Commitments (including Incremental Revolving Credit Commitments, Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three (3) different scheduled Maturity Dates; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer, subject to acceptance by the Extended Term Loan Lenders), (B) terms applicable the Term Loans of any Lender that agrees to an Extension with respect to such Term Loans owed to it (an “Extended Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have substantially similar terms as the tranche of Term Loans subject to such Extension Offer, or (taken as defined belowa whole) that are no more favorable to the lenders Lenders providing the Loans that are being extended or the agent of such Extended Term Loans replaced (in each case, other than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions terms applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender that are not being extended) to those applicable to the existing tranche from which they are to be extended pursuant to any Extension (any unless such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject are concurrently amended to the relevant Extension Offerinclude such terms; (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted; (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 Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 2.23.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case Loans on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) ), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer Lenders that agree to such transactions from time to time to extend the Maturity Date of all or a portion maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of all or a portion such Lender’s Loans of such Loans and/or Commitments Class pursuant to the terms of the relevant Pro Rata Extension Offer (including by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans) ). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [Reserved]; (ii) except as agreed to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and any such Lender who agrees (an “Extending Lender”) will be established under this Agreement by implementing an Other Loan for such Lender (such extended Loan, an “Extended Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Loan shall be made, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Loans of its Term Loans and set forth in such Extending Lender. Each Extension Amendment shall specify the relevant Extension Offer), terms of the applicable Extended Loans; provided that (Bi) the terms applicable to such Extended Term Loans (as defined below) that are more favorable other than provisions relating to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents original issue discount, upfront fees, interest rates and are then conformed any other pricing terms and, subject to clauses (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendmentii) and (Ciii) any covenants of this proviso, optional prepayment, mandatory prepayment, amortization or other provisions applicable only to periods after redemption terms or final maturity date, which shall be as agreed between the Latest Maturity Date (in each case, as of Borrower and the date of Lenders providing such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Extended Loans, the “Extended Term Loans”) shall have (when taken as a whole and as determined by the Borrower in good faith) be substantially consistent terms (similar to, or terms not materially less favorable to Borrower than, the terms, taken as a whole, applicable to the existing Lenders) as the Class of Term Loans subject being extended (except to the relevant Extension Offer; extent such covenants and other terms apply solely to any period after the Maturity Date then in effect of the existing Class of Loans being extended or are otherwise reasonably acceptable to the Administrative Agent), (iiiii) the final maturity date of any Extended Term Loans may shall be no earlier than ninety-one (91) days after the Class Latest Maturity Date in effect on the date of Term Loans from which they were converted; incurrence, (iviii) 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 Class of Term Loans from to which they were converted; (v) subject to clauses (iii) such offer relates, and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not a greater than pro rata basis) than the Initial Loans in any voluntary prepayments mandatory prepayment hereunder. Upon the effectiveness of Term any Extension Amendment, this Agreement shall be amended without the consent of any other Lenders to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Loans evidenced thereby as provided for in Section 9.02. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Loan will be automatically designated an Extended Loan. For purposes of this Agreement and the other Loan Documents, such Extending Lender will be deemed to have an Other Loan having the terms of such Extended Loan. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi2.18), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer Extended Loan is required to be in any minimum amount or any minimum increment; provided that the Borrower , (ii) any Extending Lender may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or extend all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans and/or Commitments over participation) (including the extension of any Class Extended Loan), (iii) there shall be no condition to any Extension of any Loan at any time or a portion thereof). All from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan implemented thereby, (iv) all Extended Loans and all obligations in respect thereof shall constitute Secured be Obligations of the Borrower under this Agreement and the other Loan Documents that are secured by the Collateral rank equally and guaranteed on a pari passu basis ratably in right of security with all other applicable Secured Obligations under this Agreement of the Class being extended, and (v) there shall be no borrower (other than the other Loan Documents. The Lenders hereby irrevocably authorize Borrowers) and no guarantors in respect of any such Extended Loans. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to enter into making any Pro Rata Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order Offer to establish new Classes or sub-Classes in reasonable procedures with respect of Loans or Commitments so extended and to mechanical provisions relating to 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 Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereofincluding, and shall agree to such procedures (including regarding without limitation, 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 2.23adjustments.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied:time (i) [Reserved]; (ii1) except as to pricing (A) including interest rates, fees, funding discounts and prepayment premiums), amortization, final maturity date, premiumsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiii)(2), (ivi)(3) and (vii), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender that agrees to an Extension with respect to such Loans (an “Extending Term Lender”) extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the relevant Extension Offer; then Latest Maturity Date of the Loans), (iii) the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted; (iv2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter less than 91 days longer than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted; extended thereby, (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi3) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)hereunder, in each casecase as specified in the respective Extension Offer (provided that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the extent provided in such Sections; non-extended Loans of the Class being extended), (viiii) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; Offer and (viiiiii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11, this Agreement and (ii) each Extension Offer shall specify the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class minimum amount of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and hereby waive the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.182.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this SectionSection shall not apply to any of the transactions effected pursuant to this Section 2.25. (c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or the Administrative Agent any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents (an “Extension Amendment”) with the Loan Parties Borrower as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments 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 Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.23Section. Without limiting the foregoing, in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the applicable Extension Amendment (or such later date as may be approved by the Administrative Agent), 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 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 five Business Days’ Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including 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 2.232.25. (e) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of a Class of Extended Term Loans, the Borrower may offer any Lender of a Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Loans into such Class of Extended Term Loans provided that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Extended Term Loans (x) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Term Loans, and (y) shall result in proportionate increases to the scheduled amortization payments otherwise owing with respect to any such Extended Term Loans, (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (d) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties and (iv) any such additional Extended Term Loans shall be in an aggregate principal amount that is not less than $1,000,000 (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Loans less than a $1,000,000 that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the Borrower and the Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of a new Extended Term Loans.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Borrowers to all Lenders holding of Loans of any Class or Commitments of any Classwith a like maturity date, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Classwith a like maturity date) and on the same terms to each such Lender, the Borrower is Borrowers are hereby permitted to consummate from time to time transactions with any individual Lender who accepts Lenders that accept the terms contained in the relevant such Extension Offer Offers to extend the Maturity Date maturity date of all or a portion of each such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans or CommitmentsLoans, as applicable, in each case as so extended, and as well as the original Loans and the original Commitments (in each case not so extended), being a “Classtranche”; it being understood that any Extended Term Loans shall constitute a separate Class tranche of Loans from the Class tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) [Reserved];no Event of Default shall have occurred and be continuing immediately prior to giving effect to any such Extension, (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiumspremium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Lead Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender that agrees to an extension with respect to such Loans extended pursuant to any Extension (any such extended Term term Loans, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Class tranche of Term term Loans subject to the relevant such Extension Offer;, (iii) the final maturity date of any Extended Term Loans may shall be no earlier than the Class of Term Loans from which they were converted;Latest Maturity Date, (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 Class of Term Loans from which they were converted;or any other Extended Term Loans extended thereby, (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans; (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (Abut not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Term Loans as set forth in Section 2.11(a)(i) (and (B) in any mandatory prepayments of other Incremental Term Loans, Extended Term Loans as set forth in Section 2.11(b)(vior Replacement Term Loans then subject to ratable repayment requirements), in each case, to case as specified in the extent provided in such Sections;respective Extension Offer, (viivi) if the aggregate principal amount of Loans or Commitments, as (calculated on the case may be, face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower Borrowers pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Administrative Agent otherwise agrees, any Extension must applicable Borrower and (ix) the Extensions shall be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing5.0 million. (b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.23, (i) No Extension consummated in reliance on this Section 2.23 such Extensions shall not constitute a voluntary or mandatory prepayment payments or prepayments for purposes of Section 2.11Sections 2.11 or 2.18, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any the Extension of any Class of the relevant Term Loans and/or Commitments and (iii) except as set forth in clause (a)(viiia)(ix) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower Borrowers may at its their election specify as a condition (a “Minimum Extension Condition”) to the consummation of consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretiondiscretion of the Borrowers and may be waived by the Borrowers) of Term Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the 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 Sections 2.10, 2.11 and/or or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent 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 Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of this Agreement and the other Loan Documents with the Loan Parties Borrowers as may be necessary in order to establish new Classes tranches or sub-Classes tranches in respect of Loans or Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Borrowers in connection with the establishment of such new Classes tranches or sub-Classestranches, in each case on terms consistent with this Section 2.23. Without limiting the foregoing, in connection with any Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Security Document 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 Borrowers shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative AgentAgent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures (including 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 2.23.

Extensions of Loans. (a) Notwithstanding anything 1.5.1. Borrower may from time to time, pursuant to the contrary in provisions of this AgreementSection 2.5, agree with one or more Lenders holding Loans and Commitments of any Class (“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.5 (each such modification, an “Extension”) pursuant to one or more written offers (each, each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of under any Class or Commitments of any Classthat is proposed to be extended under this Section 2.5, in each case on a pro rata basis within such Class (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Loans or Commitments of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Borrower is hereby permitted Lenders of the applicable Class), no later than 30 days prior to consummate transactions the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any individual Extension, each Lender who accepts of the terms contained applicable Class wishing to participate in the relevant such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to extend the Maturity Date of all or a portion of have rejected such Lender’s Loans and/or Commitments of Extension. In connection with any Extension, Borrower shall agree to such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization scheduleprocedures, if any, in respect as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of such Loans) (eachthis Section 2.5. 1.5.2. After giving effect to any Extension, an “Extension,” and each group the Loans so extended shall cease to be a part of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which that they were converted, so long as a part of immediately prior to the following terms are satisfiedExtension and shall be a new Class hereunder; provided that at no time shall there be more than seven different Classes of Loans. 1.5.3. The consummation and effectiveness of each Extension shall be subject to the following: (ia) [Reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates no Default shall have occurred and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by continuing at the Borrower and time any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable Offer is delivered to the lenders Lenders or at the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date time of such Extension), ; 88 (b) the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loansas applicable, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Existing Class of Term Loans subject to the relevant proposed Extension Offer; Amendment (iiiwithout giving effect to the amendments effected by such Extension Amendment, the “Existing Loans”); except (A) the final maturity date of any Extended Term Loans may of a Class to be no earlier extended pursuant to an Extension shall be later than the Class final maturity date of Term Loans from which they were converted; (iv) the Weighted Average Life related Existing Loans, and the weighted average life to Maturity maturity of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the related Existing Loans; (B) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Loans may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the related Existing Loans; (C) no repayment of any Extended Loans shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full); (D) the Extended Loans may contain a “most favored nation” provision for the benefit of Lenders holding Extended Loans; and (E) the other terms and conditions applicable to Extended Loans may be terms different than those with respect to the related Existing Loans, so long as such terms and conditions only apply after the final maturity date of the related Existing Loans; provided further, each Extension Amendment may, without the consent of any Lender other than the applicable extending Lenders, effect such 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 give effect to the provisions of this Section 2.5, including any amendments necessary to treat the applicable Loans of the extending Lenders as a new “Class” of loans hereunder; provided however, no Extension Amendment may provide for any Class of Term Extended Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, be secured by any Extended Term Loans may otherwise have an amortization schedule as determined by Collateral or other assets of any Obligor that does not also secure the Borrower and the Lenders providing such Extended Term related Existing Loans; (vic) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any all documentation in respect of any such Extension shall be consistent with the foregoing., and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (bd) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class minimum principal amount of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no respect of such 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 the consummation of any Extension that a minimum amount (to be determined in Borrower’s discretion and specified in the relevant Extension Offer Offer, but in no event less than $25,000,000, unless another amount is agreed to by Administrative Agent) shall be satisfied; and (e) no Extension shall become effective unless, on the Borrower’s sole discretion) proposed effective date of Loans or Commitments (as applicable) of any or all applicable tranches such Extension, the conditions set forth in Section 6.2 shall be tendered; it being understood that the Borrower maysatisfied, in its sole discretion, waive any such Minimum Extension Condition. The and Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and the Lenders hereby consent to the transactions contemplated executed by this Section 2.23 (including, for a Senior Officer of Borrower. 1.5.4. For the avoidance of doubt, it is understood and agreed that the provisions of Section 13.11 and Section 15.1 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.5, including to any payment of any interest, interest or fees or premium in respect of any Extended Term Loans on such terms that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as may be is set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) 1.5.5. No Lender who rejects any request for an Extension shall be deemed a Lender who has failed to give consent for purposes of any Lender or Section 14.4; provided, however, that if so requested by Borrower in an Extension Offer, Required Lenders may approve an amendment to have such Lenders be deemed Lenders who have failed to give consent and subject to the terms and conditions of Section 14.4. 90 1.5.6. The Lenders hereby irrevocably authorize Administrative Agent shall be required to effectuate any Extensionenter into amendments (collectively, other than the consent of each Lender agreeing “Extension Amendments”) to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments 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 Classes or sub-Classescreated pursuant to an Extension, in each case on terms consistent with this Section 2.23. 2.5. Notwithstanding the foregoing, Administrative Agent shall have 91 the right (dbut not the obligation) In to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.5 and, if Administrative Agent seeks such advice or concurrence, Administrative Agent shall be permitted to enter into such amendments with Borrower in accordance with any instructions received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with Borrower by Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, (i) the Borrower appropriate Obligors shall provide the (at their expense) amend (and Administrative Agent at least five Business Days’ is hereby directed to amend) any Mortgage (or any other Loan Document that Administrative Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such shorter period later date as may be agreed advised by the local counsel to Administrative Agent) prior written notice thereofand (ii) Borrower shall deliver board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by Administrative Agent in connection therewith and a legal opinion of counsel reasonably acceptable to Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), other Loan Documents (if any, ) as may be established byamended thereby and (ii) to the effect that such Extension Amendment, or acceptable toincluding without limitation, the Extended Loans provided for therein, does not conflict with or violate the terms and provisions of Section 15.1. 1.5.7. Promptly following the consummation and effectiveness of any Extension, Borrower will furnish to Administrative Agent, in Agent (who shall promptly furnish to each case acting reasonably Lender) written notice setting forth the Extended Maturity Date and material economic terms of the Extension and the aggregate principal amount of each class of Loans after giving effect to accomplish the purposes Extension and attaching a copy of this Section 2.23the fully executed Extension Amendment.

Extensions of Loans. (a) Notwithstanding anything 2.5.1. Borrower may from time to time, pursuant to the contrary in provisions of this AgreementSection 2.5, agree with one or more Lenders holding Loans and Commitments of any Class (“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.5 (each such modification, an “Extension”) pursuant to one or more written offers (each, each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of under any Class or Commitments of any Classthat is proposed to be extended under this Section 2.5, in each case on a pro rata basis within such Class (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Loans or Commitments of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Borrower is hereby permitted Lenders of the applicable Class), no later than 30 days prior to consummate transactions the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any individual Extension, each Lender who accepts of the terms contained applicable Class wishing to participate in the relevant such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to extend the Maturity Date of all or a portion of have rejected such Lender’s Loans and/or Commitments of Extension. In connection with any Extension, Borrower shall agree to such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization scheduleprocedures, if any, in respect as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of such Loans) (eachthis Section 2.5. 2.5.2. After giving effect to any Extension, an “Extension,” and each group the Loans so extended shall cease to be a part of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which that they were converted, so long as a part of immediately prior to the following terms are satisfiedExtension and shall be a new Class hereunder; provided that at no time shall there be more than seven different Classes of Loans. 2.5.3. The consummation and effectiveness of each Extension shall be subject to the following: (ia) [Reserved]no Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (iib) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loansas applicable, the “Extended Term Loans”) shall have substantially consistent the same terms (or terms not less favorable to existing Lenders) as the Existing Class of Term Loans subject to the relevant proposed Extension Offer; Amendment (iiiwithout giving effect to the amendments effected by such Extension Amendment, the “Existing Loans”); except (A) the final maturity date of any Extended Term Loans may of a Class to be no earlier extended pursuant to an Extension shall be later than the Class final maturity date of Term Loans from which they were converted; (iv) the Weighted Average Life related Existing Loans, and the weighted average life to Maturity maturity of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Class of Term Loans from which they were converted; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term related Existing Loans; (vi) any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and ; (B) the all-in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi)pricing (including, in each casewithout limitation, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitmentsmargins, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of recordfees and premiums) with respect to which such Lenders have accepted such Extension Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must Extended Loans may be higher or lower than the all-in a minimum amount of $5,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no 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 the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 pricing (including, without limitation, margins, fees and premiums) for the avoidance of doubt, the payment of any interest, fees or premium in respect related Existing Loans; (C) no repayment of any Extended Term Loans on shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full); (D) the Extended Loans may contain a “most favored nation” provision for the benefit of Lenders holding Extended Loans; and (E) the other terms and conditions applicable to Extended Loans may be terms different than those with respect to the related Existing Loans, so long as such terms as may be set forth in and conditions only apply after the relevant final maturity date of the related Existing Loans; provided further, each Extension Offer) and hereby waive Amendment may, without the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing applicable extending Lenders, effect such amendments to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments so extended and such technical amendments as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Xxxxxxxx, to give effect to the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.23. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five 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 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 provisions of this Section 2.23.US-DOCS\144726423.10