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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than the 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 Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.

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 of holding Term Loans with a like the same scheduled Maturity Date or all Lenders with Revolving Credit Commitments with the same scheduled Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of such respective Term Loans or amounts of Revolving Credit Commitments, as the respective Loans with the same Maturity Datecase may be) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of terms contained in any Lender that shall have accepted such offer Extension Offer to extend the maturity date scheduled Maturity Date of any each such Lender’s Term Loans and and/or Revolving Credit Commitments, and, subject to the terms hereof, otherwise modify the terms of such Term Loans of such Lender and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, 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 in respect of such Lender’s Term Loans) (each, an “Extension,” ”, and each such group of Loans extended Term Loans, and/or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than the 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 Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.:

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 and/or Commitments with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans and/or Commitments with the same Maturity Datematurity date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and/or Commitments and otherwise modify the terms of such Loans and/or Commitments of such Lender pursuant to the terms of the relevant New Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans that are Term Loans) (each, an a “New Extension,” ”, and each group of Loans as and/or Commitments so extended, as well as the original Loans and/or Commitments not so extended, being a “tranche”; any New Extended Term Loans and any New Extended Revolving Commitments and New Extended Revolving Loans shall constitute a separate tranche of Loans from the tranche of Loans and/or Commitments from which they were converted), so long as the following terms are satisfied: (i) no Unmatured Event of Default or Event of Default shall exist at the time the notice in respect of an 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 Extended LoansNew Extension, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant New Extension Offer), the Loans and Commitments of any Lender (an a “New Extending Lender”) extended pursuant to 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 the tranche of Term Loans or Revolving Commitments, as applicable, subject to such New Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any New Extended Term Loans and of any New Extended Revolving Commitments shall be no earlier than the then applicable Latest Maturity Date at the time of extension and (provided that in the amortization schedule applicable case of any New Extended Revolving Commitments, such final maturity shall only be required to Loans pursuant to Section 2.05 for periods prior to be no earlier than the Original Loan Maturity Date may not be increasedfinal 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 applicable Loans and/or Commitments extended thereby, (v) any New Extended Term Loans and any New Extended Revolving Commitments may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable New Extension Offer, (vi) if the aggregate principal amount of Loans and/or Commitments (calculated on the 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 and/or Commitments offered to be extended by the Borrower pursuant to such New Extension Offer, then the Loans 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 actual holdings of record) with respect to which such Lenders have accepted such New Extension Offer, (vii) all documentation in respect of 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 interest rate margin 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 LoansTerm Loans and/or New Extended 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 of Loans with a like Maturity Date the same maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Datematurity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans Loans, in each case as so extended, as well as the original Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document 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 pricing (interest ratesrate, fees, funding discounts and prepayment premiums), amortization, final maturity date, premiummaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an Extension with respect to such Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderLoans), (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans pursuant to Section 2.05 for periods prior to the Original Loan Maturity Date may not be increasedDate, (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 Loans Facility extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (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 LoansBorrower.

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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” ”, and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.

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 of Loans with a like Maturity Date of the same Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with a like Maturity Date of the same Maturity DateClass, as the case may be) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans Loans, as applicable, in each case as so extended, as well as the original Loans (in each case not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall exist have occurred and be continuing at the time the notice offering document 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 interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender that agrees to an Extension with respect to such Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Loans”) shall have be substantially identical to, or (taken as a whole) not materially more favorable to the same terms as Extending Term Lenders than those applicable to the tranche of Loans subject to such Extension Offer unless, with respect (except for (x) covenants or other provisions applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods after the then Latest Maturity Date as in effect immediately prior to the time of the Extension Offer or (By) this Agreement is amended in a manner reasonably satisfactory any financial maintenance covenant to the Administrative Agent and the Borrower to incorporate extent such more restrictive provisions covenant is also added for the benefit of the Lenders (which amendment shall, notwithstanding under any provision herein to the contrary, not require the consent of any Lenderapplicable existing Loans), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at hereunder as in effect immediately prior to the time of extension the Extension Offer and the amortization schedule applicable to Loans pursuant to Section 2.05 Scheduled Initial Repayment for periods prior to the Original Loan Initial Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Loans extended therebythereby 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) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower Borrower, and (ix) as a condition precedent to the interest rate margin applicable to effectiveness of any Extended Loans will be determined by such Extension, the Borrower shall have re-complied with the flood insurance requirements set forth in Sections 8.03(c) and the lenders providing such Extended Loans8.12(d).

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 of Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans as so extended, as well as the original Loans (in each case not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default each of the conditions set forth in Section 5(q) and (r) shall exist at be satisfied as of the time the notice in respect of date an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect Lenders (with references to the effectiveness of any Extended LoansClosing Date therein modified to be the date such Extension Offer is delivered), (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (that agrees to an “Extending Lender”) extension with respect to such Loans extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than until the terms maturity 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)Loans, (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension latest maturity date hereunder and the amortization schedule applicable to such Extended Loans pursuant to Section 2.05 for periods shall not amortize prior to the Original Loan Maturity Date may not be increasedlatest maturity date hereunder (as determined prior to the date of such Extension), (iv) the Weighted Average Life to Maturity weighted average life of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Loans will Minimum Tranche Amount shall be determined satisfied unless waived by the Borrower and the lenders providing such Extended LoansAdministrative Agent.

Extensions of Loans. (a) SECTION 2.14. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, each,(a) an “Extension Offer”) made from time to time by the Borrower to all Lenders of Loans with a like Maturity Date of any Class on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Dateof such Class) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche Class of Loans from the tranche 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) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche Class of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at final maturity date of the time Class of extension Loans 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 Original Loan Maturity Date Class of Loans subject to such Extension Offer may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.- 81- Exhibit 10.1

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 of Loans with a like Maturity Date of any Class on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Dateof such Class) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche Class of Loans from the tranche 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) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche Class of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at final maturity date of the time Class of extension Loans 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 Original Loan Maturity Date Class of Loans subject to such Extension Offer may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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. No Lender shall be obligated to extend its Loans unless it so agrees.

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 and/or Commitments with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans and/or Commitments with the same Maturity Datematurity date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and/or Commitments (excluding, for the purposes of 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 such Loans and/or Commitments of such Lender pursuant to the terms of the relevant New Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans that are Term Loans) (each, an a “New Extension,” ”, and each group of Loans as and/or Commitments so extended, as well as the original Loans and/or Commitments not so extended, being a “tranche”; any New Extended Term Loans and any New Extended Revolving Commitments and New Extended Revolving Loans shall constitute a separate tranche of Loans from the tranche of Loans and/or Commitments from which they were converted), so long as the following terms are satisfied: (i) no Unmatured Event of Default or Event of Default shall exist at the time the notice in respect of an 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 Extended LoansNew Extension, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant New Extension Offer), the Loans and Commitments of any Lender (an a “New Extending Lender”) extended pursuant to 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 the tranche of Term Loans or Revolving Commitments, as applicable, subject to such New Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any New Extended Term Loans and of any New Extended Revolving Commitments shall be no earlier than the then applicable Latest Maturity Date at the time of extension and (excluding, for the amortization schedule applicable purposes of determining the foregoing maturity dates, any springing maturity dates relating to Loans pursuant to Section 2.05 for periods prior senior secured notes (except to the Original Loan Maturity Date may not extent the security therefor is pari passu with the contemplated New Extended Term 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 increasedrequired 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 applicable Loans and/or Commitments extended thereby, (v) any New Extended Term Loans and any New Extended Revolving Commitments may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable New Extension Offer, (vi) if the aggregate principal amount of Loans and/or Commitments (calculated on the 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 and/or Commitments offered to be extended by the Borrower pursuant to such New Extension Offer, then the Loans 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 actual holdings of record) with respect to which such Lenders have accepted such New Extension Offer, (vii) all documentation in respect of such New Extension shall be consistent with the 105 foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and the Administrative Agent, and (ix) the interest rate margin 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 LoansTerm Loans and/or New Extended 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 of Term Loans with a like Maturity Date, Dollar Revolving Credit Commitments with a like Maturity Date or Alternative Currency Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans Term Loans, Dollar Revolving Credit Commitments or Alternative Currency Revolving Credit Commitments with the same a like Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of terms contained in any Lender that shall have accepted such offer Extension Offer to extend the maturity date of any Loans each such Lender’s Term Loans, Dollar Revolving Credit Commitments and/or Alternative Currency Revolving Commitments and otherwise modify the terms of such Loans of such Lender Term Loans, Dollar Revolving Credit Commitments and/or Alternative Currency Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans Term Loans, Dollar Revolving Credit Commitments and/or Alternative Currency Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Loans Term Loans, Dollar Revolving Credit Commitments and/or Alternative Currency Revolving Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Dollar Revolving Credit Commitments and original Alternative Currency Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, any Extended Dollar Revolving Credit Commitments shall constitute a separate tranche of Dollar Revolving Credit Commitments from the tranche of Dollar Revolving Credit Commitments from which they were converted and any Extended Alternative Currency Revolving Credit Commitments shall constitute a separate tranche of Alternative Currency Revolving Credit Commitments from the tranche of Alternative Currency Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and no Default final maturity (which shall exist immediately prior be determined by the Borrower and set forth in the relevant Extension Offer), the Dollar Revolving Credit Commitment of any Dollar Revolving Credit Lender that agrees to an Extension with respect to such Dollar Revolving Credit Commitment extended pursuant to an Extension (an “Extended Dollar Revolving Credit Commitment”), and the related outstandings, shall be a Dollar Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Dollar Revolving Credit Commitments (and related outstandings) and; provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Dollar Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Dollar Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Dollar Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Dollar Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Dollars Letters of Credit which mature or expire after a maturity date when there exists Dollar Revolving Facility Increases with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Dollar Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the effectiveness permanent repayment of Dollar Revolving Credit Loans with respect to, and termination of, Extended Dollar Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Dollar Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Extended LoansDollar Revolving Credit Commitments and Extended Dollar Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Dollar Revolving Credit Commitments and Dollar Revolving Credit Loans and (5) at no time shall there be Revolving Credit Commitments included hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (iiiii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Alternative Currency Revolving Credit Commitments of any Alternative Currency Revolving Credit Lender that agrees to an Extension with respect to such Alternative Currency Revolving Credit Commitments extended pursuant to an Extension (an “Extended Alternative Currency Revolving Credit Commitments”), and the related outstandings, shall be a Alternative Currency Revolving Credit Commitments (or related outstandings, as the case may be) with the same terms as the original Alternative Currency Revolving Credit Commitments (and related outstandings) and; provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Alternative Currency Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Alternative Currency Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Alternative Currency Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Alternative Currency Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Alternative Currency Letters of Credit which mature or expire after a maturity date when there exists Alternative Currency Revolving Credit Commitments with a longer maturity date, all Alternative Currency Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Alternative Currency Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Alternative Currency Revolving Credit Loans with respect to, and termination of, Extended Alternative Currency Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Alternative Currency Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Extended Alternative Currency Revolving Credit Commitments and Extended Alternative Currency Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Alternative Currency Revolving Credit Commitments and Alternative Currency Revolving Credit Loans and (5) at no time shall there be Revolving Credit Commitments included hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates (iv) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiv), (ivvi) and (vvii), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iiiv) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans pursuant to Section 2.05 2.07 for periods prior to the Original Loan original Maturity Date may for Term B Loans shall not be increased, (ivvi) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vvii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (viviii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), Dollar Revolving Credit Commitments and/or Alternative Currency Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans Term Loans, Dollar Revolving Credit Commitments and/or Alternative Currency Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans, Dollar Revolving Credit Loans and/or Alternative Currency Revolving Credit Loans, as the case may be, of such Term Lenders, Dollar Revolving Credit Lenders and/or Alternative Currency Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders, Alternative Currency Revolving Credit Lenders and/or Dollar Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (viiix) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (viiix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ixxi) the interest rate margin applicable to any Extended Term Loans, Extended Dollar Revolving Credit Loans and Extended Alternative Currency Revolving Loans will be determined by the Borrower and the lenders providing such Extended Term Loans, Extended Dollar Revolving Credit Loans and Extended Alternative Currency Revolving Loans.

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 and/or Commitments with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans and/or Commitments with the same Maturity Datematurity date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and/or Commitments and otherwise modify the terms of such Loans and/or Commitments of such Lender pursuant to the terms of the relevant New Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans that are Term Loans) (each, an a “New Extension,” ”, and each group of Loans as and/or Commitments so extended, as well as the original Loans and/or Commitments not so extended, being a “tranche”; any New Extended Term Loans and any New Extended Revolving Commitments and New Extended Revolving Loans shall constitute a separate tranche of Loans from the tranche of Loans and/or Commitments from which they were converted), so long as the following terms are satisfied: (i) no Unmatured Event of Default or Event of Default shall exist at the time the notice in respect of an 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 Extended LoansNew Extension, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant New Extension Offer), the Loans and Commitments of any Lender (an a “New Extending Lender”) extended pursuant to 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 the tranche of Term Loans or Revolving Commitments, as applicable, subject to such New Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any New Extended Term Loans and of any New Extended Revolving Commitments shall be no earlier than the then applicable Latest Maturity Date at the time of extension and (provided that in the amortization schedule applicable case of any New Extended Revolving Commitments, such final maturity shall only be required to Loans pursuant to Section 2.05 for periods prior to be no earlier than the Original Loan Maturity Date may not be increasedfinal 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 applicable Loans and/or Commitments extended thereby, (v) any New Extended Term Loans and any New Extended Revolving 107 Commitments may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable New Extension Offer, (vi) if the aggregate principal amount of Loans and/or Commitments (calculated on the 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 and/or Commitments offered to be extended by the Borrower pursuant to such New Extension Offer, then the Loans 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 actual holdings of record) with respect to which such Lenders have accepted such New Extension Offer, (vii) all documentation in respect of 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 interest rate margin 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 LoansTerm Loans and/or New Extended Revolving Commitments.

Extensions of Loans. (a) Notwithstanding anything The Borrower may by written notice to the contrary Administrative Agent elect to request the establishment of one or more new term loan commitments which may be in the form of a new Series of New Term Loans or an increase to the amount of Restatement Effective Date Term Loans or any then outstanding Series of New Term Loans (such new term loan commitments or increase the “New Term Loan Commitments”), by an amount not in excess of (x) $100,000,000 in the aggregate plus (y) such amount that, both before and after giving effect to the making of any Series of New Term Loans or increase in Restatement Effective Date Term Loans, the First Lien LTV Ratio does not exceed a percentage equal to 30%, in each case, not less than $15,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $5,000,000 in excess of that amount; provided that the Borrower may elect to use clause (y) prior to clause (x). Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom the Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that any Arranger may elect or decline to arrange such New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) as of the Increased Amount Date, no event shall have occurred and be continuing or would result from the consummation of the Borrowing of the New Term Loan that would constitute a Default or Event of Default; (2) both before and after giving effect to the making of any Series of New Term Loans or increase in Restatement Effective Date Term Loans, each of the following shall be satisfied: (i) the conditions set forth in Sections 3.01(h) (provided that each reference therein to Section 3.01 shall be deemed a reference to this AgreementSection 2.22 and each reference therein to the Restatement Effective Date shall be deemed a reference to the Increased Amount Date) and (ii) the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date (except to the extent such representations and warranties relate to an earlier date, in which case, such representations and warranties were true and correct in all material respects as of such earlier date); provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct in all respects); (3) the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered to the Lenders pursuant to Section 5.01(b) or (c) after giving effect to the making of any Series of New Term Loans or increase in Restatement Effective Date Term Loans; (4) the New Term Loan Commitments shall be effected pursuant to one or more offers Joinder Agreements executed and delivered by the Borrower, each applicable New Term Loan Lender and the Administrative Agent, and each of which shall be recorded in the Register and each New Term Loan Lender shall be subject to the requirements set forth in Section 2.18(c); and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated in the applicable Joinder Agreement either as a separate series, an increase to the Restatement Effective Date Term Loans or an increase to any prior series of New Term Loans (in each case a “Series”; for purposes of this Section 2.22, the Restatement Effective Date Term Loans and any increase thereof shall be deemed to be a Series) for all purposes of this Agreement. Except for purposes of this Section 2.22, any New Term Loans shall be deemed to be, effective as of the applicable Increased Amount Date, and after the making of such New Term Loans, Restatement Effective Date Term Loans for all purposes of this Agreement; provided that for the avoidance of doubt such New Term Loans will remain New Term Loans and New Term Loan Commitments, as the case may be, for purposes of this Section 2.00.xx any time and from time to time request that all or a portion of the Loans of any Class (each, an “Existing Loan Class”) be converted or exchanged to extend the applicable scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so extended, “Additional Extended Term Loans”) and to provide for other terms consistent with this Section 2.22. Prior to entering into any Extension Amendment with respect to any Additional Extended Term Loans, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Loan Class, with such request offered equally to all such Lenders of such Existing Loan Class) (each, an “Extension OfferRequest”) made setting forth the proposed terms of the Additional Extended Term Loans to be established, which terms shall be identical in all material respects to the Loans of the Existing Loan Class from time which they are to time by be extended except that (i) the Borrower to scheduled final maturity date shall be extended and all Lenders or any of Loans with the scheduled amortization payments, if any, of all or a like Maturity Date on a pro rata basis (based on the aggregate outstanding portion of any principal amount of such Additional Extended Term Loans may be delayed to later dates than the respective Loans with scheduled amortization, if any, of principal of the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant Existing Loan Class (with any such delay resulting in a corresponding adjustment to the terms of scheduled amortization payments reflected in the relevant Extension Offer (including, without limitation, by increasing Amendment with respect to the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans Existing Loan Class from which they such Additional Extended Term Loans were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiextended), (ivii)(A) and the interest rates (vincluding through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Additional Extended Term Loans may be determined by the Borrower and set forth in the relevant Extension Offer), different than those for the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or Existing Loan Class and/or (B) this Agreement is amended in a manner reasonably satisfactory additional fees and/or premiums may be payable to the Administrative Agent and the Borrower Lenders providing such Additional Extended Term Loans in addition to incorporate such more restrictive provisions for the benefit any of the Lenders items contemplated by the preceding clause (which amendment shallA), notwithstanding any provision herein in each case, to the contrary, not require extent provided in the consent of any Lender)applicable Extension Amendment, (iii) the final maturity date of any Additional Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunderof Loans hereunder2 and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Maturity Date in respect of Loans that is in effect immediately prior to the establishment of such Additional Extended Term Loans and (y) subject to the immediately succeeding proviso, as specified a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Additional Extended Term Loans contain a Previously Absent Covenant that is in effect prior to the applicable Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Class. No Lender shall have any obligation to agree to have any of its Loans of any Existing Loan Class converted into Additional Extended Term Loans pursuant to any Extension Request. Any Additional Extended Term Loans extended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Additional Extended Term Loans for all purposes of this Agreement and shall constitute a separate Class of Loans from the Existing Loan Class from which they were extended; provided that any Additional Extended Term Loans amended from an Existing Loan Class may, to the extent provided in the applicable Extension OfferAmendment, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) be designated as an increase in respect of which Lenders shall have accepted the relevant any previously established Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Series with respect to which such Lenders have accepted such Extension Offer, Existing Loan Class. 2 Option prepayment language is already covered in (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 Borrower and (ix) the interest rate margin applicable to any Extended Loans will be determined by the Borrower and the lenders providing such Extended Loansii)(A).

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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” ”, and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.03(b)(iii)(B)) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.

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 of any Class of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” ”, and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) 84 J. Crew – A&R Term Loan Credit Agreement 84 WEIL:\96135034\1\54457.0006 shall have the same terms as the tranche trancheClass of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.

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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans Loans, as so extended, as well as the original Loans (in each case not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document 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 interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (that agrees to an “Extending Lender”) extension with respect to such Loans extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than until the terms maturity 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)Loans, (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension latest maturity date hereunder and the amortization schedule applicable to such Extended Loans pursuant to Section 2.05 for periods shall not amortize prior to the Original Loan Maturity Date may not be increasedlatest maturity date hereunder, (iv) the Weighted Average Life to Maturity weighted average life of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiivii) 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 Minimum Tranche Amount shall be determined satisfied unless waived by the Borrower and the lenders providing such Extended LoansAdministrative Agent.

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 of Loans with a like Maturity Date of any Class on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Dateof such Class) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche Class of Loans from the tranche Class of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche Class of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at final maturity date of the time Class of extension Loans 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 Original Loan Maturity Date Class of Loans subject to such Extension Offer may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.

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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” ”, and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.

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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” ”, and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default under Section 8.01(a) or (f) or Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default under Section 8.01(a) or (f) or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, rate floors, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods after the then Latest Maturity Date or Date; provided, however, that with respect to representations and warranties, affirmative and negative covenants (Bincluding financial covenants) this Agreement is amended in a manner reasonably satisfactory and events of default to be applicable to any such tranche of Extended Loans, such provisions may be more favorable to the Administrative Agent lenders of the applicable tranche of Extended Loans than those originally applicable to the tranche of Loans subject to the Extension Offer, so long as (and the Borrower only so long as) such provisions also expressly apply to incorporate such more restrictive provisions (and for the benefit of) the tranche of the Lenders (which amendment shall, notwithstanding any provision herein Loans subject to the contrary, not require the consent Extension Offer and each other Class of any LenderLoans hereunder), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans pursuant to Section 2.05 for periods prior to the Original Loan Maturity Date may not be increasedextension, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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. The Borrower may incur no more than three (3) tranches of Extended Loans pursuant to this Section 2.14(a).

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 and/or Commitments with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans and/or Commitments with the same Maturity Datematurity date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and/or Commitments and otherwise modify the terms of such Loans and/or Commitments of such Lender pursuant to the terms of the relevant New Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans that are Term Loans) (each, an a “New Extension,” ”, and each group of Loans as and/or Commitments so extended, as well as the original Loans and/or Commitments not so extended, being a “tranche”; any New Extended Term Loans and any New Extended Revolving Commitments and New Extended Revolving Loans shall constitute a separate tranche of Loans from the tranche of Loans and/or Commitments from which they were converted), so long as the following terms are satisfied: (i) no Unmatured Event of Default or Event of Default shall exist at the time the notice in respect of an 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 Extended LoansNew Extension, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant New Extension Offer), the Loans and Commitments of any Lender (an a “New Extending Lender”) extended pursuant to 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 the tranche of Term Loans or Revolving Commitments, as applicable, subject to such New Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any New Extended Term Loans and of any New Extended Revolving Commitments shall be no earlier than the then applicable Latest Maturity Date at the time of extension and (provided that in the amortization schedule applicable case of any New Extended Revolving Commitments, such final maturity shall only be required to Loans pursuant to Section 2.05 for periods prior to be no earlier than the Original Loan Maturity Date may not be increasedfinal 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 applicable Loans and/or Commitments extended thereby, (v) any New Extended Term Loans and any New Extended Revolving Commitments may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable New Extension Offer, (vi) if the aggregate principal amount of Loans and/or Commitments (calculated on the 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 and/or Commitments offered to be extended by the Borrower pursuant to such New Extension Offer, then the Loans 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 actual holdings of record) with respect to which such Lenders have accepted such New Extension Offer, (vii) all documentation in respect of 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 interest rate margin 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 LoansTerm Loans and/or New Extended 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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension,” ”, and each group of Loans Loans, as so extended, as well as the original Loans (in each case not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document 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 interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (that agrees to an “Extending Lender”) extension with respect to such Loans extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than until the terms maturity 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)Loans, (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension latest maturity date hereunder and the amortization schedule applicable to such Extended Loans pursuant to Section 2.05 for periods shall not amortize prior to the Original Loan Maturity Date may not be increasedlatest maturity date hereunder, (iv) the Weighted Average Life to Maturity weighted average life of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Loans will Minimum Tranche Amount shall be determined satisfied unless waived by the Borrower and the lenders providing such Extended LoansAdministrative Agent.

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 of any tranche of Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity DateLoans) and on the same terms to each such Lender, the Borrower may Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s relevant tranche of Loans and otherwise modify the terms of such tranche of Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension,” and each group of Loans in each case as so extended, as well as the original Loans (not so extended), being a “tranche”); any Extended Term Loans (as defined below) shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist have occurred and be continuing at the time the notice offering document 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 interest rates, fees and final maturity (which 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, premium, 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 the applicable Lenders and set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an extension with respect to such Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than until the terms maturity 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)Term Loans, (iiiiv) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date at the time of extension latest maturity date hereunder and the amortization schedule applicable to Term Loans pursuant to Section 2.05 2.07(a) for periods prior to the Original Loan 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 Loans extended thereby, (vvi) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vivii) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower Borrowers pursuant to such Extension Offer, then the Loans Loans, 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 actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower Borrowers and (ixx) the interest rate margin applicable to any Extended Loans will Minimum Tranche Amount shall be determined satisfied unless waived by the Borrower and the lenders providing such Extended LoansAdministrative Agent.

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 of Loans with a like Maturity Date of any Class on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Dateof such Class) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche Class of Loans from the tranche Class of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche Class of Loans subject to such Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at final maturity date of the time Class of extension Loans 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 Original Loan Maturity Date Class of Loans subject to such Extension Offer may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension OfferOf- fer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.

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 Administrative Borrower to all Lenders of holding Term Loans with a like the same scheduled Maturity Date or all Lenders with Revolving Credit Commitments with the same scheduled Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of such respective Term Loans or amounts of Revolving Credit Commitments, as the respective Loans with the same Maturity Datecase may be) and on the same terms to each such Lender, the Borrower may Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of terms contained in any Lender that shall have accepted such offer Extension Offer to extend the maturity date scheduled Maturity Date of any each such Lender’s Term Loans and and/or Revolving Credit Commitments, and, subject to the terms hereof, otherwise modify the terms of such Term Loans of such Lender and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, 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 in respect of such Lender’s Term Loans) (each, an “Extension,” ”, and each such group of Loans extended Term Loans, and/or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than the 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 Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.:

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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than the 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 (acting at the Direction of the Required Lenders) 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)Lenders, (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the 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.

Extensions of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made The Borrower may at any time and from time to time by request that all or a portion of each Loan of any Class (an “Existing Term Loan Class”) be converted or exchanged to extend the Borrower scheduled final maturity date(s) of any payment of principal with respect to all Lenders or a portion of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding any principal amount of the respective such Loans with the same Maturity Date(any such Loans which have been so extended, “Extended Term Loans”) and on the same to provide for other terms consistent with this Section 2.14. Prior to each such Lenderentering into any Extension Agreement with respect to any Extended Term Loans, the Borrower may shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Loans of the Existing Term Loan Class from time which they are to time with be extended except that (w) the consent scheduled final maturity date shall be extended and all or any of the scheduled amortization payments, if any, of all or a portion of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization, if any, of principal of the Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Agreement with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.14(c) below), (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Term Loans may be different than those for the Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Agreement, (y) subject to the provisions set forth in Section 4.1 the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof and (z) the Extension Agreement may provide for other covenants and terms that apply to any period after the Latest Maturity Date. No Lender shall have any obligation to agree to have any of its Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to the terms any Term Loan Extension Request. Any Extended Term Loans of the relevant any Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans Series shall constitute a separate tranche Class of Loans from the tranche Existing Term Loan Class of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than the 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 Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans 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 Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Loans will be determined by the Borrower and the lenders providing such Extended Loansextended.

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 of any Class of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with of the same Maturity Dateapplicable Class) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Loans of the applicable Class and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original initial Term B Loans (not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche Class of Loans from the tranche 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) no Event of Default shall exist have occurred and be continuing 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 interest rates, fees, amortization, amortization and final maturity date, premium, 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 set forth in the relevant Extension Offer), the Loans of any Lender (that agrees to an “Extending Lender”) extension with respect to such Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche Class of Loans subject to such Extension Offer unlessOffer, with respect to any covenants and defaults that are, taken as a whole, more restrictive other than the terms of this Agreement (A) such more restrictive terms are not applicable until which take effect after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory effect immediately prior 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)Extension, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date at the time of extension and Date, (iv) the amortization schedule applicable to Extended Term Loans pursuant resulting from an Extension Offer with respect to Section 2.05 for periods the Initial Term B Loans shall not include any principal repayment on such Extended Term Loans prior to the Original Loan Maturity Date may date that such a repayment would have been made had the Initial Term B Loans not be increasedbeen 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 Loans extended thereby, (vvi) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vivii) if the aggregate principal amount of the Class of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans of such Class offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans 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 actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ixx) the interest rate margin applicable to any Extended Loans will Minimum Tranche Amount shall be determined satisfied unless waived by the Borrower and the lenders providing such Extended LoansAgent.

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 and/or Commitments with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans and/or Commitments with the same Maturity Datematurity date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and/or Commitments (excluding, for the purposes of 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 such Loans and/or Commitments of such Lender pursuant to the terms of the relevant New Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans that are Term Loans) (each, an a “New Extension,” ”, and each group of Loans as and/or Commitments so extended, as well as the original Loans and/or Commitments not so extended, being a “tranche”; any New Extended Term Loans and any New Extended Revolving Commitments and New Extended Revolving Loans shall constitute a separate tranche of Loans from the tranche of Loans and/or Commitments from which they were converted), so long as the following terms are satisfied: (i) no Unmatured Event of Default or Event of Default shall exist at the time the notice in respect of an 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 Extended LoansNew Extension, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant New Extension Offer), the Loans and Commitments of any Lender (an a “New Extending Lender”) extended pursuant to 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 the tranche of Term Loans or Revolving Commitments, as applicable, subject to such New Extension Offer unless, with respect (except for covenants or other provisions contained therein applicable only to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until periods 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 LenderDate), (iii) the final maturity date of any New Extended Term Loans and of any New Extended Revolving Commitments shall be no earlier than the then applicable Latest Maturity Date at the time of extension and (excluding, for the amortization schedule applicable purposes of determining the foregoing maturity dates, any springing maturity dates relating to Loans pursuant to Section 2.05 for periods prior senior secured notes (except to the Original Loan Maturity Date may not extent the security therefor is pari passu with the contemplated New Extended Term 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 increasedrequired 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 applicable Loans and/or Commitments extended thereby, (v) any New Extended Term Loans and any New Extended Revolving Commitments may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable New Extension Offer, (vi) if the aggregate principal amount of Loans and/or Commitments (calculated on the 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 and/or Commitments offered to be extended by the Borrower pursuant to such New Extension Offer, then the Loans 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 actual holdings of record) with respect to which such Lenders have accepted such New Extension Offer, (vii) all documentation in respect of 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 interest rate margin 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 LoansTerm Loans and/or New Extended 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 of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the The Borrower may from time to time time, pursuant to the provisions of this Section 2.13, agree with the consent of any Lender that shall have accepted such offer one or more Lenders holding Loans to extend the maturity date of any Loans date, and otherwise modify the economic terms of any such Loans of such Lender pursuant to the terms of the relevant Extension Offer or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) or any portion thereof (each, each such modification an “Extension,” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each group an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Class, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans as so extendedof such Class of each Lender) and on the same terms to each such Lender. In connection with each Extension, as well as Borrower will provide notification to Citi (for distribution to the original Lenders holding Loans of such Class), no later than 30 days prior to the maturity of such Loans, of the requested new maturity date for the Extended Term Loans and the due date for Lender responses. In connection with any Extension, each Lender 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 so extended, being a “tranche”; any respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans shall constitute be deemed to be a separate tranche Class of Loans from loans and shall cease to be a part of the tranche of Loans from which Class they were converted), so long as a part of immediately prior to the following terms are satisfiedExtension. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice in respect of an any Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to Lenders or after giving effect to at the effectiveness time of any Extended Loans, such Extension; (ii) except as to interest rates, fees, scheduled amortization, final maturity date, premium, required prepayment dates and participation in prepayments date (which shall, subject to immediately succeeding clauses clause (iii), (iv) and (v)below, be determined by the Borrower and set forth in the relevant Extension Offer), the Extended Term Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche Class of Loans Loans, subject to such the related Extension Offer unless, with respect to any covenants and defaults Offer; provided that are, taken as a whole, at no time shall there be more restrictive than the terms five different Classes 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), Loans; -70- (iii) the final maturity date of any Extended Term Loans shall be no earlier later than the then Latest Maturity Date at the time final maturity date of extension such Class of Loans so extended, and the amortization schedule applicable to Loans 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 Loans of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, such Class; (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (viiv) if the aggregate principal amount of Loans (calculated on the face amount thereof) of a Class in respect of which Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by the Borrower pursuant to such the relevant Extension Offer, then the such Loans of such Lenders Class shall be extended ratably up to such maximum amount based on the respective relative principal amounts thereof (but not to exceed any Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, ; (viiv) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any and all written communications by Borrower generally directed to the applicable Minimum Extension Condition Lenders under the applicable Class in connection therewith shall be satisfied unless waived by in form and substance consistent with the Borrower foregoing and otherwise reasonably satisfactory to Administrative Agent; and (ixvi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the interest rate margin Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of the date of such Extension, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of such date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (C) as of the date of such Extension, no event shall have occurred and be continuing or would result from the consummation of such Extension that would constitute an Event of Default or a Default. (c) For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.11 and Section 10.01 will not apply to Extensions of Loans, pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.13. (d) The Lenders hereby irrevocably authorize Administrative Agent to enter into Additional Credit Extension Amendments as may be necessary in order establish new Classes of Extended Loans will Term Loans, in each case on terms consistent with this Section 2.13. Notwithstanding the foregoing, Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.13 and, if Administrative Agent seeks such advice or concurrence, Administrative Agent shall be determined 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 Additional Credit Extension -71- Amendments entered into with Borrower by Administrative Agent under this Section 2.13 shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extensions, the appropriate Loan Parties shall (at their expense) amend (and Administrative Agent 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 Maturity Date after giving effect to such Extension 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 Administrative Agent). (e) In connection with any Extension, Borrower shall provide Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the lenders providing such Extended Loans.purposes of this Section 2.13. 2.14

Extensions of Loans. (a) Notwithstanding anything The Borrower may from time to time, pursuant to the contrary provisions of this Section 2.25, agree with one or more Lenders holding Loans or Commitments of any Class to extend the maturity date (the original maturity date in this Agreementrespect of any such Class, an “Original Maturity Date”) and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by changing the interest rate or fees payable and/or modifying the amortization schedule or call premium in respect of any Loans of such Class or any portion thereof) (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 of Loans with a like Maturity Date under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Loans with the same Maturity Dateand Commitments of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 10 days (or such shorter period as the Administrative Agent may from time agree) prior to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing applicable Class or Classes to be extended of the interest rate or fees payable in respect of such requested new maturity date for the extended Loans and/or modifying the amortization schedule in respect Commitments of each such Loans) Class (each, an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension,” and , each group Lender of Loans as so extendedthe applicable Class wishing to participate in such Extension shall, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity such due date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by provide the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, Administrative Agent with respect to any covenants and defaults that are, taken as a whole, more restrictive than the 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 written notice thereof in a manner form reasonably satisfactory to the Administrative Agent and Agent. Any Lender that does not respond to an Extension Offer by the Borrower applicable due date shall be deemed to incorporate have rejected such more restrictive provisions for Extension Offer. After giving effect to any Extension, the benefit Loans or Commitments, as applicable, so extended shall cease to be a part of the Lenders (which amendment shall, notwithstanding any provision herein to the contrary, not require the consent Class they were a part of any Lender), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans pursuant to Section 2.05 for periods immediately prior to the Extension (the “Original Loan Maturity Date may not be increased, (ivClass”) the Weighted Average Life to Maturity of any Extended Loans and shall be no shorter than a new Class hereunder (the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans portion of such Lenders shall be extended ratably up to such maximum amount based on Original Class that is extended, the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect “Extended Class,” and the portion of such Extension shall be consistent with Original Class that is not extended, 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 “Non-Extended Loans will be determined by the Borrower and the lenders providing such Extended LoansClass”).